Securities code: 605168 securities abbreviation: Three'S Company Media Group Co.Ltd(605168) Announcement No.: 2022-012 Three'S Company Media Group Co.Ltd(605168)
Announcement on Amending the articles of association and handling the industrial and commercial change registration
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Three'S Company Media Group Co.Ltd(605168) (hereinafter referred to as "the company") held the sixth meeting of the third board of directors on January 25, 2022, deliberated and adopted the proposal on Amending the articles of association and handling the industrial and commercial change registration. The details are as follows:
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies and other relevant laws, regulations and normative documents, and in combination with the change of the company's registered address, it is proposed to amend some provisions of the articles of association. The specific amendments are as follows:
Before and after revision
Three'S Company Media Group Co.Ltd(605168) articles of association Three'S Company Media Group Co.Ltd(605168) articles of Association
(may, 2001) (February, 2002)
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. Article 2 the company is a joint stock limited company wholly changed by Xi'an Three'S Company Media Group Co.Ltd(605168) information and Communication Co., Ltd. and wholly changed by Xi'an Three'S Company Media Group Co.Ltd(605168) information and Communication Co., Ltd. in accordance with the company law and other relevant provisions. A joint stock limited company established by the promoters of a joint venture. The company is registered in the high tech branch of Xi'an Administration for Industry and commerce, and the company is registered in the high tech branch of Xi'an market supervision and administration, and obtains the business license. The unified social credit code is to obtain the business license, and the unified social credit code is to obtain the business license
91610131742837256P。 91610131742837256P。
Article 5 company domicile: Science and technology II, high tech Zone, Xi'an, Shaanxi province article 5 company domicile: room 302B, block C, city gate, e401 Road, tanglege, Xi'an Software Park, No. 72, Tangyan South Road, high tech Zone, Xi'an, Shaanxi Province
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of the law. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, the acquisition of the company is not subject to any of the following circumstances:
Shares of the company: (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 employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive; (IV) merger and division of the company made by shareholders to the general meeting of shareholders
(IV) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
Making a resolution to request the company to purchase its shares; (V) converting shares into convertible shares issued by the company; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds that are shares; (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. (VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through the company. Article 25 the company may purchase its own shares through the public centralized trading method, or the centralized trading method approved by laws, regulations and the CSRC, or other methods approved by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.
If the company purchases its shares under the circumstances specified in items (V) and (VI) of Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it shall purchase its shares through public centralized trading. Copies shall be made through open centralized trading.
Article 25 Where the company purchases its shares under 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 second copy of the articles of association shall be adopted by the general meeting of shareholders. If the company purchases the shares of the company in accordance with the circumstances specified in Item (III), (V) of paragraph 1 of Article 23 and item (III), (V) and (VI) of paragraph 1 of Article 14 of the articles of association, it can purchase the shares of the company in accordance with the circumstances specified in item of the articles of association. If it can purchase the shares of the company in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, The resolution of the board of directors meeting attended by more than two-thirds of the directors or authorized by the general meeting of shareholders. Resolutions of the board meeting attended.
After the company purchases the company's shares in accordance with paragraph 1 of Article 23 of the articles of association and purchases the company's shares in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; Cancellation within 10 days from the date of belonging to items (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In case of circumstance (III), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), if the company holds items (V) and (VI), the total number of shares held by the company shall not exceed the total issued shares of the company, and some shares of the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
And shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, directors and shareholders holding more than 5% of the shares of the company sell their supervisors and senior managers of the company's shares or tickets within 6 months after they buy them, Or within 6 months after the sale, other securities with equity nature are sold or bought within 6 months after the purchase, and the resulting income belongs to the company. If the directors of the company buy again within 6 months after the sale, the resulting income belongs to the company, and the income will be recovered. However, the board of directors of the company will recover the income from the purchase of all securities by the securities company due to underwriting. However, if the company holds more than 5% of the shares due to the remaining shares after the sale of securities, the company that sells the shares will not be subject to the time limit of 6 months for the company to hold more than 5% of the shares due to the purchase of the remaining shares after the sale of securities. And other circumstances stipulated by the CSRC.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders 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 shares or other equity securities held by the shareholders in the above period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name, including those held by their spouses, parents and children, and in the account of others for the benefit of the company. Stocks or other securities with the nature of equity.
If the board of directors of the company fails to comply with the provisions of the first paragraph, and if the board of directors of the company fails to comply with the provisions of the first paragraph of this article, the directors responsible for the shares shall bear joint and several liabilities according to law. East has the right to 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 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 this article, the responsible directors shall bear joint and several liabilities according to law.
Article 39 the controlling shareholders and actual controllers of the company are not allowed to use their connections to harm the interests of the company. In case of violation of the provisions, the company will use its affiliated relationship to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation. If the company causes losses, it shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and its social shareholders, and the controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and its social public shareholders. The controlling shareholders shall act in strict accordance with the law, and the public shareholders shall have the obligation of good faith. The controlling shareholder shall exercise the rights of the contributor in strict accordance with the law. The controlling shareholder and the actual controller shall not make use of the rights of the contributor. The controlling shareholder and the actual controller shall not make use of profit distribution, asset reorganization, foreign investment, capital occupation, loan profit distribution, asset reorganization, foreign investment, capital occupation Damage the legitimate rights and interests of the company and its social public shareholders by means of loan guarantee, etc., and shall not use its control position to damage the social public rights and interests of the company and its social public shareholders, and shall not use its control position to damage the interests of the company and its social public shareholders. Interests of shareholders.
The board of directors shall establish a "freeze upon occupation" mechanism for the shares held by the controlling shareholder, that is, if the controlling shareholder embezzles the assets, it shall immediately apply for the mechanism, that is, if the controlling shareholder embezzles the assets, it shall immediately apply for the judicial freezing of the shares held by the controlling shareholder, Where the shares held by the controlling shareholders cannot be subject to judicial freezing, and where the assets of the company occupied cannot be restored to the original state or paid off in cash, the assets of the company occupied by them approved by the general meeting of shareholders, or in other ways approved by the general meeting of shareholders, the occupied assets shall be repaid by realizing the shares. In case of liquidation by other means, the embezzled assets shall be repaid by realizing shares. As the first person responsible for the "freeze upon occupation" mechanism, the chairman of the company, the financial director and the Secretary of the board of directors assist him in the "freeze upon occupation". If it is found that the company's directors and senior managers assist and connive at the embezzlement of the company's assets by the controlling shareholders and their subsidiaries, the board of directors of the company shall give a notice and warning to the person directly responsible according to the seriousness of the circumstances, and the director who is seriously responsible shall be removed.
The following procedures shall be followed:
1. The financial director shall report in writing to the chairman of the board of directors on the day when he finds that the controlling shareholder embezzles the assets of the company; If the chairman of the board is the controlling shareholder, the financial person in charge shall report to the Secretary of the board of directors in writing on the day when the controlling shareholder embezzles the assets, with a copy to the chairman of the board; The contents of the report include but are not limited to the name of the occupying shareholder, the name of the occupied assets, the location of the occupied assets, the occupation time, the amount involved, the proposed repayment period, etc; If it is found that the company's directors and senior managers assist and connive at the embezzlement of the company's assets by the controlling shareholders and their subsidiaries, the person in charge of Finance shall also indicate in the written report the names of the directors or senior managers involved, the circumstances of assisting or conniving at the embezzlement of the company's assets by the controlling shareholders and their subsidiaries, the proposed punishment decisions of the directors or senior managers involved, etc.
2. According to the written report of the financial director, the chairman urges the Secretary of the board of directors to notify each director in writing or e-mail and convene an emergency meeting to consider the time limit for the repayment of the controlling shareholder, the punishment decision involving the directors or senior managers, and apply to the relevant judicial departments for handling the freezing of the shares of the controlling shareholder; If the chairman of the board is the controlling shareholder, the Secretary of the board of directors shall immediately notify each director in writing or e-mail after receiving the written report from the financial person in charge, and convene an emergency meeting to consider the time limit for requiring the controlling shareholder to pay off, the decision on punishment involving directors or senior managers, and report to the relevant ministry of justice
When the company applies for handling matters related to the freezing of controlling shareholders' shares, the related directors shall withdraw during the deliberation; For directors with serious responsibilities, the board of directors shall submit to the general meeting of shareholders of the company for deliberation after reviewing the relevant punishment decisions.
3. The Secretary of the board of directors shall send a notice of repayment within a time limit to the controlling shareholder according to the resolution of the board of directors
