Securities code: Inner Mongolia Furui Medical Science Co.Ltd(300049) securities abbreviation: Inner Mongolia Furui Medical Science Co.Ltd(300049) Announcement No.: 2022020
Inner Mongolia Furui Medical Science Co.Ltd(300049)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there is no false record or misleading
Material statements or material omissions.
In accordance with the provisions of the guidelines for the articles of association of listed companies (revised in 2022) and other laws, regulations and normative documents, and in order to effectively play the role of the leadership core and political core of the party organization, Inner Mongolia Furui Medical Science Co.Ltd(300049) plans to amend the corresponding provisions in the articles of Association as follows:
Serial number before revision after revision
Article 2 Article 2
1. The company is registered with the Administration for Industry and Commerce of Inner Mongolia Autonomous Region. The company is registered with the market supervision administration of Inner Mongolia Autonomous Region and has obtained the business license of enterprise legal person. The business license number is: registration, and has obtained the business license of enterprise legal person. The business license number is: 15 Shenzhen Kaifa Technology Co.Ltd(000021) 05375. 15 Shenzhen Kaifa Technology Co.Ltd(000021) 05375。
Article 11 the senior managers referred to in the articles of association refer to other senior managers referred to in Article 11. 2 the company's deputy manager, Secretary of the board of directors, chief financial officer and other senior managers specified in the articles of association.
Article 12 the company shall establish a Communist Party organization and carry out party building activities in accordance with the provisions of the articles of association of the Communist Party of China. The company promotes development with Party building.
Article 23 under the following circumstances, the company may
Article 24 the company shall not purchase its own shares in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association. Except for the acquisition of shares of the company under any of the following circumstances:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity (III) use shares for ESOP or equity incentive 4 incentive; Excitation;
(IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; Dissent from the division resolution and require the company to purchase its shares;
(V) converting shares into corporate bonds issued by listed companies; (V) converting shares into corporate bonds issued by listed companies; Corporate bonds of stocks;
(VI) the listed company is necessary to safeguard the company's value and shareholders' rights. (VI) the company is necessary to safeguard the company's value and shareholders' rights and interests. Yes.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 a company may purchase its own shares by means of public centralized trading, or by means of laws and regulations and Zhongguo public centralized trading, or by other means approved by laws and regulations and the CSRC. Other methods approved by the CSRC.
If the company acquires its own shares under the circumstances specified in items (V) and (VI) due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall purchase its own shares through public centralized trading. If the shares are purchased through public centralized trading, it shall be carried out through public centralized trading. conduct.
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 and Article 26 of the articles of association due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of Association, it shall be subject to the resolution of the general meeting of shareholders; The of the company's shares shall be decided by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in Article 23, paragraph 1 (III), Article 24, paragraph 1 (III), Article 24, paragraph 1 (V), and Article 24, paragraph 1 (VI), or under the circumstances specified in Item (VI), it may purchase its shares in accordance with the provisions of the articles of association through more than two-thirds of the directors in accordance with the provisions of the articles of association, The resolution of the board meeting attended by more than two-thirds of the directors does not need to be deliberated by the general meeting of shareholders. The resolution of the board meeting does not need to be deliberated by the general meeting of shareholders.
6. In accordance with paragraph 1 of Article 23 of the articles of association, if the company receives and purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, which belongs to item (I), after purchasing the shares of the company, which belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; (II) cancellation within 10 days from the date of acquisition; In the case of item (II), (IV), it shall be transferred within 6 months, or in the case of item (IV), it shall be transferred or cancelled within 6 months; Cancellation of the applicant; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be 10% of the total issued shares of the company within 3 years, and shall be transferred or cancelled within 3 years.
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Article 28
The directors, supervisors and senior managers of the company shall report to the public
The company shall report the shares held by the company and their changes,
During his term of office, the number of shares transferred each year shall not exceed the number of shares held by him in Article 29
25% of the total number of shares of the company; The shares held by the company shall not be transferred within one year from the date when the directors, supervisors and senior managers of the company shall list and trade the shares of the company. The above-mentioned personnel shall not transfer the shares of the company held by them and their changes within half a year after their resignation. During their tenure, the number of shares transferred each year shall not exceed 7 shares of the company held by them. 25% of the total number of shares; The shares of the company held by the directors, supervisors and senior managers of the listed company shall not be transferred within 1 year from the date of the first public exchange. If the above-mentioned personnel apply for resignation within six months from the date of listing the shares of the development bank half a year after their resignation, they shall not transfer the shares of the company they hold.
No direct transfer shall be made within 18 months from the date of declaration of resignation
Shares held by the company; Listing in initial public offering
Apply for resignation from the seventh month to the twelfth month from the date of resignation
The employee shall not be transferred within 12 months from the date of reporting his resignation
Directly held shares of the company.
Article 29 directors, supervisors and senior management of the company Article 30 the shareholders holding more than 5% of the shares of the company and the shareholders holding more than 5% of the shares of the company shall sell their shareholders, directors, supervisors and senior management and their own shares of the company within 6 months after purchase, Or buy the company's shares or other equity securities within 6 months after buying and selling, and the proceeds will be sold by the company within 6 months after selling, or buy again within 6 months after selling, and the board of directors of the company will recover the proceeds. However, the income thus obtained belongs to the company, and the board of directors of the company will receive 5% of the income held by 8 securities companies due to the underwriting purchase of after-sales remaining shares. However, if a securities company buys the shares after the package sale, the sale of the shares is not subject to the six-month time limit. If the remaining shares hold more than 5% of the shares, or if the board of directors of the Chinese company fails to implement the provisions of the preceding paragraph, except under other circumstances prescribed by the CSRC.
Have the right to require the board of directors to implement within 30 days. If the board of directors of the company fails to execute the above-mentioned directors, supervisors and senior managers within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the shares or other certificates of equity nature held by the beneficial shareholders of the company. Coupons, including those held by their spouses, parents, children and others
If the board of directors of the company fails to implement the provisions of paragraph 1, the shares or other equity securities held in the account. The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 39 controlling shareholders and actual controllers of the company
Personnel shall not use their affiliated relationship to damage the interests of the company. violation
If losses are caused to the company, it shall be liable for compensation
Ren.
(I) controlling shareholders and actual controllers of the company
And the public shareholders of the company have the obligation of good faith. Holding shares
The company shall exercise the rights of the investor in strict accordance with the law, and the controlling shareholder shall not
Profit distribution, asset restructuring, foreign investment and capital utilization
Damage to the company and public shares by means of occupation, loan guarantee, etc
The legitimate rights and interests of shareholders shall not use their controlling position to damage the public interest
The interests of the company and public shareholders.
(II) the controlling shareholder's influence on the directors and supervisors of the company
The nomination of candidates shall strictly comply with laws, regulations and the company's chapter
Conditions and procedures specified in the procedure. Directors nominated by controlling shareholders
Candidates for supervisors shall have relevant professional knowledge and decision-making ability. Article 40 the controlling shareholders and actual controllers of the company shall not be supervised. The controlling shareholder of the company shall not make use of its affiliated relationship to the person of the general meeting of shareholders to damage the interests of the company. In case of any loss caused to the performance of any approval of the company due to the violation of the provisions to the official election resolution and the personnel appointment resolution of the board of directors, it shall be liable for compensation.
Quasi formalities; It is not allowed to appoint or remove the controlling shareholders and actual controllers of the company and the senior managers of the company beyond the general meeting of shareholders and the board of directors. Public shareholders have the obligation of good faith. The controlling shareholders shall strictly 9 (III) the controlling shareholders of the company and the company shall exercise the rights of investors in accordance with the law. The controlling shareholders shall not make use of the separation of profit assets and finance, independent organization and business, independent distribution, asset reorganization, foreign investment, capital occupation, loan accounting and independent responsibility and risk. Damage the legitimate rights of the company and public shareholders by means of insurance (Ⅳ) the personnel of the company shall be independent of the controlling shareholders of the company. It shall not use its controlling position to damage the interests of the managers, financial principals, marketing principals and shareholders of the company and public share companies.
The Secretary of the board of directors in the controlling shareholder unit, actual controller and
Other enterprises under control shall not
