Stock Code: Ciwen Media Co.Ltd(002343) stock abbreviation: Ciwen Media Co.Ltd(002343) Announcement No.: 2022028
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Ciwen Media Co.Ltd(002343) (hereinafter referred to as "the company") held the 19th meeting of the 8th board of directors on May 23, 2022, deliberated and adopted the proposal on Amending the articles of association. To further improve corporate governance, According to the company law of the people's Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, it is proposed to revise the corresponding provisions of the current effective articles of association. The contents before and after the revision of relevant provisions are as follows: (the bold text in the table refers to the revised or new content, and the strikethrough text refers to the deleted content):
Content before and after revision
Article 8 the chairman is the legal representative of the company. Article 8 the chairman or general manager is the legal representative of the company.
Article 10 the articles of association of the company shall become effective from the date of entry into force. Article 10 the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the company and shareholders, and the rights and obligations between the company and shareholders, shareholders and shareholders, and the rights and obligations between shareholders, which shall be binding on the company, shareholders, directors, supervisors A high-level document is a legally binding document for the company, shareholders, directors, supervisors and senior management. According to the legally binding documents of the manager. According to the articles of association, shareholders can sue shareholders, shareholders can sue the company, shareholders can sue shareholders, shareholders can sue the company's directors, directors, supervisors, general manager (including joint general manager, subordinate supervisors, general manager (including joint general manager, the same below) and other senior managers, shareholders can sue the company's senior managers, shareholders can sue the company, and the company can sue the company, The company may sue shareholders, directors, supervisors, the general manager, other senior managers and other senior managers. Management personnel.
Article 29 the directors, supervisors and senior managers of the company Article 29 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 managers, the directors of the company, the shares of the company or other supervisors and senior managers with equity nature, and the securities holding more than 5% of the shares of the company within 6 months after purchase, Or the shareholders who buy the company's shares or other securities within six months after the sale, and the resulting income belongs to the company, and the equity securities are sold within six months after the purchase, or the board of directors of the company will recover the income. However, if the securities are purchased within 6 months after the sale, the proceeds will belong to the company holding 5% of the company due to the exclusive sale of the remaining after-sales shares purchased by the company, and the board of directors of the company will recover the proceeds. The sale of the above shares is not subject to the six-month time limit. However, the securities company holds the shares due to the sole agency purchase of the remaining after-sales shares
System. If there are more than 5% shares, the sale of the shares is not subject to the time limit of 6 months. Purchase the remaining shares after the package sale and hold more than 5% of the shares, except under other circumstances prescribed by the CSRC.
……
Article 40 the general meeting of shareholders is the authority of the company. Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
…… ……
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
……
Article 41 the following external guarantees of the company shall be approved by the general meeting of shareholders.
Reviewed and approved by the general meeting of shareholders
... (4) the amount of guarantee in 12 consecutive months exceeds 30% of the company's total assets audited in the latest period; The company's external guarantee accounts for 30% of the latest audited total assets; The total amount exceeds 30% of the latest audited total assets, and the guarantee amount exceeds any guarantee recently provided within 12 consecutive months;
50% of the audited net assets of phase I and the absolute amount exceeds (5) the guarantee amount exceeds 50 million yuan in the latest 12 consecutive months; 50% of the audited net assets and the absolute amount exceeds 50... Million yuan; The guarantee amount of the company within one year exceeds 30% of the company's latest audited total assets;
……
Article 55 the notice of the general meeting of shareholders includes the following contents:
Content:
... (5) the name and telephone number of the permanent contact person for conference affairs; （5） Name and telephone number of permanent contact person for conference affairs.
（6） Voting time and voting procedure of network or other methods.
……
Article 67 the general meeting of shareholders shall be presided over by the chairman. Article 67 the general meeting of shareholders shall be presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting. If the vice chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting. If the vice chairman is unable or fails to perform his duties, the vice chairman shall be elected by more than half of the directors, The meeting shall be presided over by a director jointly elected by more than half of the directors. Hold.
…… ……
Article 77 the following matters shall be adopted by the general meeting of shareholders by special resolution: the following matters shall be adopted by special resolution of the general meeting of shareholders:
…… ……
（7） (7) the adjustment of profit distribution policy specified in Article 162 of the articles of Association; Adjustment of distribution policy;
…… ……
Article 78 shareholders (including shareholders' agents) exercise their voting rights based on the number of voting shares they represent. Article 78 shareholders (including shareholders' agents) enjoy one vote for each share.
The number of shares with voting rights represented by them shall exercise the important right of voting at the general meeting of shareholders to consider the interests of small and medium-sized investors, and each share shall have one vote. In case of major events, the votes of small and medium-sized investors shall be counted separately. The results of the separate recount of votes that affect the interests of small and medium-sized investors shall be publicly disclosed in a timely manner. In case of major events, the votes of small and medium-sized investors shall be counted separately. The shares of the company held by the company have no voting rights, and the separate vote counting results shall be disclosed to the public in a timely manner. Some shares are not included in the voting shares attending the general meeting of shareholders. The shares of the company held by the company have no voting rights, and the total number of shares is. This part of the shares shall not be included in the voting shares of the company purchased by the shareholders attending the general meeting of shareholders. If it violates the provisions of paragraphs 1 and 2 of Article 63 of the total number of Securities shares law, the shares exceeding the specified proportion shall not exercise the voting rights within 36 months after the purchase, And not included in the total number of shares with voting rights attending the general meeting of shareholders.
……
Article 107 the board of directors is composed of nine directors. Article 107 the board of directors is composed of nine Directors elected by the general meeting of shareholders, three of whom are independent directors. Three of them are independent directors elected by the general meeting of shareholders. The board of directors has one chairman and one vice chairman. The board has one chairman and one vice chairman.
Article 108 the board of directors shall exercise the following functions and powers: Article 108 the board of directors shall exercise the following functions and powers:
…… ……
（8） Within the scope of authorization of the general meeting of shareholders, decide that the company (8) within the scope of authorization of the general meeting of shareholders, decide the company's foreign investment, acquisition and sale of assets, asset mortgage, foreign investment, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party transactions and other matters; Matters, entrusted financial management, related party transactions, external donations, etc
Article 111 the board of directors shall determine the matters of external investment, acquisition and sale of assets, asset mortgage and external guarantee. Article 111 the board of directors shall determine the authority of external entrusted financial management, related party transactions and external donation, and establish strict examination and decision-making procedures for investment, acquisition and sale of assets, asset mortgage and external guarantee; Major investment projects shall have the authority to organize matters, entrust financial management and related party transactions, establish and strictly organize relevant experts and professionals for review, and report to the shareholders' meeting for review and decision-making; Major investment projects shall be approved by the organizing committee. Relevant experts and professionals shall review and report to the general meeting of shareholders
approval. (VI) if the amount of external donation of the company accounts for less than 3% of the absolute value of the audited net profit of the company in the latest... Fiscal year, (VI) when the board of directors deliberates the external guarantee, unless it is deliberated and approved by the board of directors of the company; If the limit is exceeded, it shall be strictly reviewed and approved by the general meeting of shareholders in addition to complying with the provisions of Article 41 of the articles of association. (VII) the board of directors shall strictly abide by the consent of more than two-thirds of the directors present at the board of directors and more than three-thirds of the directors shall comply with the provisions of Article 41 of the articles of association when deciding on external guarantee. According to the following provisions: when the board of directors decides to provide external guarantee, it shall be approved by more than two-thirds of the directors and more than two-thirds of the independent directors present at the board of directors.
101st
