Comparison table of amendments to the articles of Association
In order to further improve and standardize corporate governance and further improve the level of corporate governance
Opinions on further improving the quality of listed companies, guidelines for the articles of association of listed companies (revised in 2022), Shenzhen
Self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (2022)
Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and other laws, regulations and rules
Chapter and the requirements of self-discipline rules, combined with the actual operation of the company, Fujian Snowman Co.Ltd(002639) (below)
(hereinafter referred to as “the company”) proposes to amend the articles of association as follows:
Contents of the articles of association before amendment contents of the articles of association after amendment
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 674072767. 772602178 yuan.
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 19 the total number of shares of the company is 674072767. Article 20 the total number of shares of the company is 772602178. The capital structure of the company is 674072767 ordinary shares, and the capital structure of the company is 772602178 ordinary shares without other types of shares. Shares, no other classes of shares.
Article 40 the general meeting of shareholders is the power organ of the company. According to law, the general meeting of shareholders is the power organ of the company and exercises the following functions and powers in accordance with the law:
… …
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan
Article 41 the guarantee provided by the company must be approved by the company. Article 42 the guarantee provided by the company shall be approved by all directors, the board of directors or the general meeting of shareholders. In addition to being deliberated and approved by more than half of the shareholders, the following external guarantee acts of the company attending the board of directors shall also be deliberated and approved by more than two-thirds of the directors deliberated and discussed at the general meeting of shareholders. Timely disclosure.
(I) if the amount of a single guarantee exceeds the guarantee provided by the company in the most recent period, which belongs to one of the following circumstances, a guarantee of 10% of the net assets shall also be provided; After the approval of the board of directors, it shall be submitted to the general meeting of shareholders for deliberation.
(II) external guarantee of the company and its holding subsidiaries (I) guarantee that the amount of a single guarantee exceeds the latest audited total amount of the company and reaches or exceeds 10% of the latest audited net assets of the company;
Any guarantee provided after 50%; (II) the external guarantee of the company and its holding subsidiaries (III) is the total amount of the guarantee object with an asset liability ratio of more than 70%, which reaches or exceeds the latest audited net assets of the company
Guarantee for supply; Any guarantee provided after 50%;
(IV) if the guarantee amount exceeds the company’s maximum (III) within 12 consecutive months, the guarantee object with an asset liability ratio of more than 70% shall raise 30% of the total assets audited in the latest period; Guarantee for supply;
(V) the guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 30% of the company’s latest audited total assets in 12 consecutive months;
10000 yuan; (V) guarantee amount exceeding 50% of the audited net assets of shareholders, actual controllers and their affiliates in the latest period and the absolute amount exceeding 5000 yuan within 12 consecutive months; 10000 yuan;
(VII) the total amount of external guarantee of the company reaches or exceeds (VI) any guarantee provided after providing 30% of the total assets audited in the latest period to shareholders, actual controllers and their affiliates. Guarantee of;
(VII) any guarantee provided after the total external guarantee of the company reaches or exceeds 30% of the latest audited total assets. When the general meeting of shareholders of a listed company deliberates the guarantee matters in Item (IV) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders under the control of such actual controllers shall not participate in the voting, The voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 49 If the board of supervisors or shareholders decide to convene the shareholders’ meeting on their own, they shall notify the board of directors in writing. If the board of supervisors or shareholders decide to convene the shareholders’ meeting on their own, they shall notify the board of directors in writing. At the same time, they shall report to the local office of the CSRC and the stock exchange for the record. Filed by.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. Not less than 10% of the total share capital of the company.
The convening shareholders shall send the notice of the general meeting of shareholders and issue the notice of the general meeting of shareholders. The convening shareholders shall submit the relevant certification institutions and the relevant certification materials to the and stock exchanges when sending the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders, and when sending the announcement of the resolution of the general meeting to the CSRC where the company is located. Material Science.
Article 58 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders of a listed company shall not be postponed or cancelled without justified reasons. For stock reasons, the general meeting of shareholders shall not be postponed or cancelled, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. Once the proposal listed in the unit appears, it shall not be cancelled. In case of the postponement or cancellation of the east meeting or the cancellation of the proposal, the convener shall make an announcement at least two working days before the original date of the meeting, and shall make an announcement two trading days before the original date of the meeting and explain the reasons. Explain the specific reasons for the extension or cancellation; If the shareholders’ meeting is postponed, the date of the postponed meeting shall also be disclosed.
Article 79 shareholders (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent. Each shareholder shall exercise their voting rights with the number of voting shares they represent, and each share shall have one vote.
Shares have one vote. The shares of the company held by the company have no voting rights, and the shares of the company held by this department have no voting rights, and this part of the shares are not included in the voting shares attending the general meeting of shareholders, and the total shares are not included in the total number of voting shares attending the general meeting of shareholders.
Count. If a shareholder’s purchase of voting shares of the company violates the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall not be purchased within 36 months after the purchase
Exercise voting rights, and shall not be 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 108 the board of directors is composed of seven directors, including three independent directors, and the board of directors has one chairman. There are three independent directors, and the board of directors has one chairman.
Article 113 transactions that should be approved by the board of directors Article 114 transactions that should be approved by the board of directors are as follows:
… …
Transactions in this article refer to the purchase or sale of assets; Transactions in this article refer to the purchase or sale of assets; Foreign investment (including entrusted financial management, entrusted loans, etc.); Provide foreign investment (including entrusted financial management, investment in subsidiaries, etc.); Provide financial assistance; Leased in or leased out assets; Sign management contracts for financial assistance (including entrusted loans); Leased in or leased out assets; (including entrusted operation, entrusted operation, etc.); Donated or donated assets; Entrusted or entrusted management of assets and businesses; Donated or donated assets; Reorganization of creditor’s rights or debts; Transfer of research and development projects; Sign creditor’s rights or debt restructuring; Transfer or transfer of R & D projects; Sign license agreement, etc. The above purchased and sold assets do not include the original purchase license agreement; Waiver of rights (including waiver of preemptive right, priority materials, fuel and power, as well as the right to sell products, commodities and daily subscribed capital contribution, etc.). The above purchased and sold assets are not often related to the operation of assets, but those involving the purchase and export of raw materials, fuel and power, as well as the sale of products and commercial sale of such assets in the asset replacement are still included. Products and other assets related to daily operation, but those involving the purchase and sale of such assets in asset replacement are still included.
Article 157 the company ends each fiscal year
Article 158 the company shall submit the annual financial and accounting report at the end of each fiscal year to the CSRC and the stock exchange within four months from the end of the first six months of each fiscal year, submit it to the CSRC and the stock exchange within two months from the end of the first six months of each fiscal year, and disclose the annual report to the dispatched offices and securities of the CSRC, The exchange shall submit the semi annual financial and accounting report at the end of the first half of each fiscal year, and submit and disclose the interim report to the dispatched office of the CSRC and the securities trading office within two months from the date of each fiscal year, and within one month from the end of the first three months and the first nine months. The dispatched offices of the CSRC and the stock exchanges shall submit the quarterly financial and accounting reports mentioned above in accordance with relevant laws and administrative regulations. And departmental regulations.
The above financial and accounting reports shall be prepared in accordance with the provisions of relevant laws, administrative regulations and departmental rules.
One article is added after Article 11 of the articles of association. The serial numbers of the original articles in the articles of association are postponed, and the articles are involved
The serial number of other clauses quoted shall change in turn. In addition to the above amendments, other provisions of the articles of association are guaranteed
