Beijing Sanfo Outdoor Products Co.Ltd(002780)
Amendment to the articles of Association
The 10th meeting of the 4th board of directors of Beijing Sanfo Outdoor Products Co.Ltd(002780) (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association and handling the industrial and commercial change registration. In order to further improve the corporate governance structure and in combination with the actual operation of the company, it is proposed to amend some provisions of the articles of association and handle the industrial and commercial change registration. The revised contents are as follows:
Preface contents of the original articles of association and revised articles of Association
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Article 11 after being registered according to law, the business scope of the company is: household article 11 after being registered according to law, the business scope of the company is: the design of foreign sporting goods; Technology development; Technical services; Design of cultural outdoor sports goods; Technology development; Technical services; Artistic exchange (except performance); Organize sports activities (except performances); Organizing sports activities (excluding sports competitions); Sales of cultural and sporting goods and needle textiles (except organizing and hosting sports competitions); Sales of cultural and sports goods, clothing, shoes and hats, office supplies, computer software and auxiliary supplies, knitwear and textiles, clothing, shoes and hats, office supplies, equipment, household appliances, furniture, photographic equipment, hardware for labor protection, electricity, daily necessities and outdoor equipment; Entrusted production products, hardware, electricity, daily necessities, cosmetics, outdoor equipment, 1 processing, garment processing; Sales of packaged food and beverages, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , ticketing agents, security technology products, medical cold food and wine; Retail books and periodicals; Property management, therapeutic instruments class I and II; Sales of class III medical devices; Rented office space; Rental of commercial housing; Medical device class I, bracket production and processing, garment processing; Sales of stereotyped packaged food and drink class II; Sales of class III medical devices; Labor protection articles, materials, cold food and wine; Retail books and periodicals; Property management, enterprise management and technology import; Sales of office equipment, electrical appliances, business management and rental of office space; Rental of commercial housing; Technology import, digital equipment, computers, office stationery, office consumables, office export; Sales of Arts and crafts and etiquette supplies (except ivory and its public furniture, small household appliances, rice flour, grain and oil, melons, fruits, vegetables and chemicals); Retail of kitchenware, sanitary ware and daily sundries; Electronic products, cosmetics, sanitary products, fitness equipment; Ticket agent. sale; Sales of communication equipment; Toy sales; Professional cleaning, cleaning and disinfection services; Sales of security equipment; Sales of mother and baby products.
Article 22 when purchasing the company's shares, the company can choose one of the following methods: (I) centralized bidding of Shenzhen Stock Exchange: (I) price trading of Shenzhen Stock Exchange; (II) method of offer; (III) CSRC 2 centralized bidding trading mode; (II) method of offer; (III) other methods approved by the Commission.
Other methods approved by the CSRC. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 21 of the articles of association, it shall be conducted through public centralized trading.
Article 23 If the company purchases the shares of the company for the reasons specified in items (I) (I) and (II) of Article 21 of the articles of association, the shares of the company shall be subject to the resolution of the general meeting of shareholders. This chapter shall be decided by the general meeting of shareholders. For the reasons specified in items (III), (V), (III), (V) and (VI) of Article 21 of the articles of association, or for the reasons specified in Item 3 (VI), the company's shares are purchased, It is required to be attended by more than two-thirds of the directors and approved by the resolution of the board meeting adopted by the board meeting attended by more than two-thirds of the directors. The company agrees in accordance with Article 21. If the company's acquisition of the company's shares in accordance with Article 21 falls under item (I), and the company's shares fall under 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 items (II), (IV) and (IV), it shall be transferred or transferred within 6 months
In the case of item (IV), it shall be transferred or cancelled within 6 months; Those belonging to items (III), (V) and (VI) shall be cancelled; Under the circumstances of (III), (V) and (VI), the total number of shares held by the company shall not exceed that of (VI). If the total number of shares held by the company exceeds 10% of the total issued shares of the company, it shall be transferred or cancelled within three years, which shall not exceed 10% of the total issued shares of the company.
And shall be transferred or cancelled within three years.
Due to items (III) and (V) of Article 21
Where the company's shares are purchased under the circumstances specified in Item (VI),
It shall be conducted through open centralized trading.
Article 27 directors, supervisors, senior managers
A shareholder holding more than 5% of the company's shares sells the company's directors, supervisors, senior managers and the company's shares held by him in Article 27 within 6 months after buying, or a shareholder holding more than 5% of the company's shares buys the company's shares within 6 months after selling them, The income thus obtained shall be owned by the company's shares or other shares with equity nature, and the board of directors of the company will recover the income. Sell within 6 months after the sale, or buy again within 6 months after the sale. However, if the securities company purchases the remaining after-sales shares due to underwriting, the resulting income belongs to the company, and the board of directors of the company will accept the shares holding more than 5%, the income from selling the shares will not be refunded within 6 months.
However, the time limit for after-sales purchase of securities companies due to underwriting. Except for the remaining shares and holding more than 5% of the shares, as well as other circumstances specified by the directors, supervisors, senior managers and the natural resources Regulatory Commission mentioned in the preceding paragraph of China Securities Regulatory Commission.
The shares held by 4-person shareholders or other equity securities of directors, supervisors, senior managers and natural persons referred to in the preceding paragraph include the shares held by their spouses, parents and children and those held by Lidong or other equity securities, and the shares held by other accounts or other equity securities include their spouses, parents Securities held by children and pledged by others' accounts. Some stocks or other equity securities.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, and the board of directors of the company fails to implement the provisions of paragraph 1, the shareholders have the right to require the board of directors to implement it within 30 days. The board of directors of the company did not require the board of directors to implement 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 implement within the above-mentioned period for the benefit of the company, and 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.
Litigation. If the board of directors of the company fails to implement the provisions of paragraph 1, it shall be responsible. If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
The responsible directors shall be jointly and severally liable according to law.
Article 35 The shareholders of the company shall undertake the following obligations: Article 35 The shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of association, keep (I) abide by laws, administrative regulations and the articles of association, and keep the company's business secrets; trade secret;
(II) pay the shares according to the shares subscribed and the method of participation; (II) pay the share capital according to the shares subscribed and the method of participation; Gold; (III) it shall not withdraw its shares except under the circumstances prescribed by laws and regulations; (III) no withdrawal except as provided by laws and regulations; (IV) no abuse of shareholders' rights to damage the company or other shareholders' shares; The interests of; No abuse of the company's independent status as a legal person and Limited shareholders 5 (IV) no abuse of shareholders' rights to damage the company or other liabilities to damage the interests of the company's creditors;
The interests of shareholders; Do not abuse the independent status of the company's legal person and (V) the limited liability of shareholders that should be borne by laws, administrative regulations and the articles of association to damage the interests of the company's creditors; Other obligations.
Where a shareholder of a company abuses his shareholder's rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law. If losses are caused, it shall be liable for compensation according to law.
Where the shareholders of the company abuse the independent status of the company's legal person and the limited liability of shareholders, evade debts, seriously damage the interests of the creditors of the company, evade debts, and seriously damage the interests of the creditors of the company, they shall, if necessary, bear joint and several liability for the debts of the company. The company shall be jointly and severally liable for the company's debts.
(V) laws, administrative regulations and the articles of association shall be undertaken
Other obligations.
Article 38 the general meeting of shareholders is the authority of the company. According to Article 38, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan; （16） Review and approve the following major related party transactions: (16) review and approve the following major related party transactions:
1. The amount of transactions between the company and related natural persons is more than 3 million yuan 1. The amount of transactions between the company and related natural persons is more than 3 million yuan; Connected transactions of more than RMB yuan (except for providing guarantee);
6 2. The amount of transactions between the company and related legal persons (cash gift to the company 2. Transactions between the company and related legal persons (except cash assets and guarantee provided by the company) is more than 30 million yuan, and the amount of assets and guarantee provided by the company is more than 30 million yuan, Related party transactions that account for more than 5% of the absolute value of the latest audited net assets of the company and more than 5% of the absolute value of the latest audited net assets of the company; Related party transactions;
3. If the company provides guarantee for related parties, no matter the amount, 3. If the company provides guarantee for related parties, no matter the amount, it shall be submitted to the general meeting of shareholders for review after the deliberation and approval of the board of directors, and shall be submitted to the general meeting of shareholders for review after the deliberation and approval of the board of directors. Discussion
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Article 39 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. After being deliberated and approved by the board of directors, it shall be submitted to the general meeting of shareholders for deliberation.
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(IV) the amount of guarantee within 12 consecutive months exceeds the total amount of external guarantee of the company (IV), and exceeds 30% of the total assets audited in the latest period; Any guarantee provided after 30% of the total assets;
(V) the guarantee amount exceeds the maximum amount of the company within 12 consecutive months. (V) the guarantee amount of the company within one year exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 30% of the total audited assets;
50 million yuan; (VI) guarantee for shareholders, actual controllers and their related parties (VI) guarantee for shareholders, actual controllers and their related parties;
Guarantee of;
