Tuoxin Pharmaceutical: Announcement on Amending the Articles of Association and Handling Industrial and Commercial Change Registration
Securities code: 301089 Securities abbreviation: Tuoxin Pharmaceutical Announcement number: 2025-042
Tuoxin Pharmaceutical Group Co., Ltd.
Announcement on Amending the Articles of Association and Handling Industrial and Commercial Change Registration
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and contains no false records, misleading statements or major omissions.
Tuoxin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company") held the seventh meeting of the company's fifth board of directors and the sixth meeting of the fifth board of supervisors on August 26, 2025. The meeting reviewed and approved the "Proposal on Amending the Articles of Association and Handling Industrial and Commercial Change Registration." The relevant situation is now announced as follows:
1. Revise the "Articles of Association" and handle changes in industrial and commercial registration
In order to adapt to the latest laws, regulations and normative standards such as the "Company Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies", "Rules of Shareholders' Meetings of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules", "Shenzhen Stock Exchange Listed Companies Self-Regulatory Guidelines No. 2 - Standardized Operation of GEM Listed Companies" According to the document requirements, combined with the company's actual operating needs, it is planned to optimize the governance structure: the audit committee of the board of directors will exercise the powers of the board of supervisors stipulated in the "Company Law", and simultaneously adjust the relevant systems of the board of supervisors; at the same time, because the company's founder shareholder "Xian's Investment Co., Ltd." holds more than 5% of the shares, it has been renamed "1461565" Ontario Corporation", the relevant provisions of the Articles of Incorporation need to be revised.
The board of directors requests the company's general meeting of shareholders to authorize the management and the specific person in charge to handle subsequent industrial and commercial change registration, articles of association change registration and filing, and other procedures. The specific change content is subject to the approval and registration results of the relevant market supervision and management departments.
2. Comparison table of revisions to the "Articles of Association"
There are many items involved in this revision. In this revision to the Articles of Association, the expression "Shareholders' Meeting" is unified to "Shareholders' Meeting", and will no longer be listed item by item unless other revisions are involved. In addition, changes in the serial numbers of the original clauses (including the serial numbers of the quoted clauses), changes in individual words and sentences, changes in punctuation marks, etc. due to the deletion and addition of new clauses will not be listed item by item unless they involve changes in substantive content.
Before revision After revision
Article 1 In order to safeguard the shares of Tuoxin Pharmaceutical Group Co., Ltd. (hereinafter referred to as the "Company"), shareholders limited company (hereinafter referred to as the "Company"), shareholders and creditors, regulate the organization of the company and the legitimate rights and interests of creditors, regulate the organization and behavior of the company, in accordance with the "Public Organizations and Conduct of the People's Republic of China", in accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "China This Article is formulated in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") (hereinafter referred to as the "Securities Law") and other relevant provisions. Procedure.
Article 8 The chairman of the board of directors is the director who represents the company in executing corporate affairs and is the legal representative of the company.
Article 8 The chairman of the board of directors is the legal representative of the company. If the chairman of the board of directors resigns, he shall be deemed to have resigned as a legal person at the same time. Appoint a representative. If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.
Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company.
The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties. Add new terms
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.
Article 9 All assets of the company are divided into equal shares
Article 10 Shareholders are limited to the shares they subscribe for, and their rights to the company are limited to the shares they subscribe for.
To bear liability to the company, the company shall bear liability with all its assets, and the company shall bear liability to the company with all its assets.
Be responsible for the company's debts.
liability for debts.
Article 10 The Articles of Association of the Company shall come into effect from the date of
Article 11 The Articles of Association of the Company shall regulate the organization and conduct of the Company,
Since then, it has become a standard for the organization and behavior of the company, the rights and obligations between the company and its shareholders, and between shareholders.
A legally binding document on the rights and obligations between a company and its shareholders, and between shareholders.
A legally binding document on the business relationship between the company, shareholders, directors, supervisors and senior management
A legally binding document for companies, shareholders, directors, and senior managers. According to this
A legally binding document. Pursuant to this Articles of Association, shareholders may sue shareholders, and shareholders may
Shareholders can sue shareholders, and shareholders can sue the company's directors, supervisors, general managers and others.
Directors and senior managers of the company. Shareholders can appoint senior managers. Shareholders can sue the company.
To sue a company, a company can sue shareholders, directors, and a company can sue shareholders, directors, supervisors, and general managers.
Senior management.
managers and other senior executives.
Article 12 The term “senior managers” as mentioned in these Articles of Association
Article 11 Other senior managers referred to in this Articles of Association
Members refer to the company’s president, vice president, and board of directors. Managers refer to the company’s deputy general manager, board of directors.
Secretary, treasurer and its secretary and treasurer as specified in this Articles of Association.
other personnel.
Article 15 The company’s business scope is:
Article 14 After registration in accordance with the law, the company's permitted projects: food additive production; the scope of pharmaceutical production and operation is: licensed projects: food additive production; pharmaceutical import and export (projects that require approval according to law; pharmaceutical production; pharmaceutical import and export (projects that require approval according to law). Approved projects can only be carried out after approval by relevant departments, and activities can only be carried out after approval by relevant departments. Specific business projects can be carried out with the approval of relevant departments, and specific business projects can be carried out with the corresponding Documents or licenses shall prevail) General items: Chemical customs department approval documents or licenses shall prevail) - Production of industrial products (excluding licensed chemical products) General items: production of chemical products (excluding licensed products); manufacturing of basic chemical raw materials (excluding hazardous chemical products); manufacturing of basic chemical raw materials (manufacturing of licensed chemicals such as non-chemicals); manufacturing of specialized chemical products containing hazardous chemicals and other licensed chemicals (excluding manufacturing of hazardous chemicals); manufacturing of special chemical products (excluding hazardous chemicals) products); technical services, technology development, technical consulting chemicals); technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion consultation, technology exchange, technology transfer, technology promotion; sales of chemical products (excluding licensed chemical promotion; sales of chemical products (excluding licensed chemical products); sales of special chemical products (excluding hazardous products); sales of special chemical products (excluding hazardous chemicals); import and export of goods; technology import and export of hazardous chemicals); import and export of goods; technology import export; leasing of non-residential real estate; leasing of machinery and equipment for export; leasing of non-residential real estate; leasing of machinery and equipment; business management; business management consulting; self-leasing; business management; business management consulting; engaging in investment activities with owned funds.
Engage in investment activities with own funds. The company's business scope shall be subject to the projects approved by the company registration authority.
Article 16 The issuance of company shares shall be implemented
Article 17 The issuance of company shares shall be based on the principles of openness, fairness and justice.
Based on the principles of openness, fairness and impartiality, every share of the same class should have equal rights.
Each share shall have equal rights.
For shares of the same type issued at the same time, each share
Shares of the same type issued at the same time shall have the same issuance conditions and price per share; any unit
The issuance conditions and prices should be the same; the same issue of the same type subscribed by the subscriber or individual
The same price will be paid for each share subscribed. For stocks, the same price must be paid for each share.
Article 17 The shares issued by the company shall be expressed in person. Article 18 The par value of the shares issued by the company shall be expressed in RMB. The amount per share is RMB 1 and the face value is indicated. The amount per share is RMB 1. Yuan.
Article 19 When the company is established, 60 million ordinary shares will be issued to the promoters. Article 20 When the company is established, 60 million ordinary shares will be issued to the promoters. The names of the company’s promoters, the number of shares subscribed by each, the shareholding ratio and the name, the number of shares subscribed by each, the shareholding ratio and the method of capital contribution are as follows: The capital contribution method is as follows:
Shareholdings Shareholdings
Preface Subscription shares Capital contribution Preface Subscription shares Capital contribution Sponsor’s ratio Sponsor’s ratio
No. Number (shares) Method No. Number (shares) Method (%) (%)
Net capital Net capital 22,200, 22,20
1 Yang Xining 37.00 production discount 1 Yang Xining 37.00 production discount 000 0,000
Shares Shares Canada 146156
Net assets Net assets Xianshi Investment 13,260, 5 Anda 13,26
2 22.10 Assets 2 22.10 Assets limited 000 Omitted public 0,000
shares shares
company division
… … … … … … … … … …
The total number of shares issued when the company was established was 60 million shares, and the value of each par value share was 1 yuan.
Article 22 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., except when the company implements an employee stock ownership plan.
Article 21 Company or Company’s Subsidiary
outside.
(including the company’s subsidiaries) shall not use gifts or advances as gifts
For the benefit of the company, through the resolution of the shareholders' meeting, or in the form of capital, guarantee, compensation or loan, etc.
or the board of directors in accordance with the Articles of Association or the shareholders' meeting authorizes or intends to purchase the company's shares to provide any
The company can obtain this funding for others if it has the right to make a decision.
The company or its parent company's shares provide financial assistance, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.
Article 22 According to the needs of operation and development of the company, in accordance with the needs of operation and development, in accordance with the provisions of laws and regulations, the company may increase capital in the following ways:
(1) Public issuance of shares; (1) Issuance of shares to unspecified objects;
(2) Non-public issuance of shares; (2) Issuance of shares to specific objects;
(3) Distribute bonus shares to existing shareholders; (3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital; (4) Convert public reserve funds into share capital;
(5) Other methods stipulated by laws, administrative regulations and other methods approved by the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission (hereinafter referred to as the China Securities Regulatory Commission)).
Article 26 If the company acquires the company's shares due to the circumstances specified in Article 24, Paragraph 1, Item (1) and (2) of this Article of Association, Article 5, Paragraph 1, Item (1), and (2) of this Article, the acquisition of the Company's shares shall be subject to a resolution of the shareholders' meeting; The acquisition of the Company's shares under the circumstances specified in Items (3), (5) and (6) of Paragraph 1 of Article 5 and the acquisition of the Company's shares under the circumstances specified in Item (6) of Article 5 may be carried out in accordance with the provisions of these Articles of Association or the Company's shares shall be authorized by the shareholders' meeting of more than two-thirds of the directors and shall be resolved by the Board of Directors meeting attended by more than two-thirds of the directors.
Resolutions of board meetings attended by directors. In accordance with Article 25 of the Articles of Association, the company
After the company acquires the company's shares in accordance with the provisions of paragraph 1 of Article 24 of these Articles, if it falls under the circumstances of item (1) after acquiring the company's shares as stipulated in paragraph 24, it shall 1
If it falls under the circumstances of Item (1), it shall be canceled within 10 days from the date of acquisition; if it falls under Item (2), it shall be canceled within 0 days; if it falls under the circumstances of Item (2) or (4), it shall be transferred within 6 months
If it falls under the circumstances of item (4), it shall be transferred or canceled within 6 months; if it falls under the circumstances of item (3), transfer or cancellation; if it falls under the circumstances of item (3), item (5) or (6), the company shall
In the case of items (5) and (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within 3 years.
Transfer or cancel within 3 years.
Article 27 The company’s shares may be transferred in accordance with the law. Article 28 The company’s shares shall be transferred in accordance with the law. transfer.
Article 28 The company does not accept the company’s shares. Article 29 The company does not accept the company’s stocks as the subject of pledge rights. Stocks are the subject of pledge.
Article 29 The company held by the promoters
Article 30 If the company has issued shares before the public issuance of shares, it shall be within 1 year from the date of establishment of the joint-stock company.
Shares issued from the company's stock may not be transferred in securities exchanges. Before the company publicly issues shares, it has issued
It shall not be transferred within 1 year from the date of listing. shares of a company, since the company's shares are listed on the stock exchange
Directors and senior managers of the company shall not transfer their shares within one year from the date of listing and trading with the company. Public
Directors, supervisors and senior managers of the Department of Declaration of the shares held by the company and changes thereto shall report to
situation, the company shall declare the shares of the company held by the company every year during the term of office determined when taking office and its
The number of shares transferred shall not exceed the number of shares transferred each year during his tenure.
25% of the total number of shares of the same class. The shares held by the company shall not exceed the total number of shares of the company held by them.
25% of the shares for one year from the date the company's shares are listed for trading. The company's shares held are from the company's stock
Not transferable. The above-mentioned personnel shall not be transferred within one year from the date of market transaction six months after their resignation. above
Within six months after resigning, personnel of the Company shall not transfer their shares of the Company.
portion.
Some shares of the company.
Article 30 Directors, supervisors, senior managers of the company Article 31 Managers who hold more than 5% of the company's shares, shareholders, directors, and senior managers who hold more than 5% of the company's shares shall sell the company's stocks they hold or the company's stocks or other securities with equity nature within 6 months after purchase, or sell them within 6 months after purchase, or sell them again within 6 months after sale, or sell them within 6 months after sale. If another purchase is made within 6 months, the proceeds will belong to the company, and the board of directors of the company will take back the proceeds. However, the board of directors will take back the proceeds. However, this is excepted if the securities company holds more than 5% of the shares due to the purchase of the remaining stocks after the package sale, and if the China Securities Regulatory Commission holds more than 5% of the shares, and other circumstances prescribed by the China Securities Regulatory Commission. Except for other specified circumstances.
The directors, supervisors, and senior managers referred to in the preceding paragraph are the stocks held by the directors, senior managers, personnel, and natural person shareholders or the stocks held by the natural person shareholders or other securities with the nature of their equity, including the securities with the nature of their allotment rights, including the stocks held by their spouses, father-in-law, parents, children, and those held by other people's account holders or other people's account holders. Vouchers.
Article 31 The company shall
Article 32 The company shall establish a shareholder list based on the certificates provided by the securities registration structure and record the following
Use the certificates provided by the accounting agency to establish a shareholder list and list the following matters:
The register is a sufficient document proving that shareholders hold shares in the company.
(1) Name and address of the shareholder
Point evidence. Shareholders are assigned according to the class of shares they hold;
Enjoy rights and assume obligations; hold the same category
(2) The number of shares held by each shareholder;
Shareholders of shares shall enjoy the same rights and assume the same
(3) The serial number of the stocks held by each shareholder;
an obligation.
(4) The date on which each shareholder obtains his or her shares.
The shareholder register proves that shareholders hold shares of the company
sufficient evidence. Shareholders according to the shares they hold
have rights and assume obligations; hold the same
Shareholders of a class of shares enjoy the same rights,
bear the same obligations.
Article 34 Shareholders of a company enjoy the following rights:
Article 33 Shareholders of a company enjoy the following rights:
Pros:
Pros:
(1) Obtained according to the shares held by it
(1) Obtained according to the shares held by it
Receive dividends and other forms of benefit distribution;
Receive dividends and other forms of benefit distribution;
(2) Request to convene, convene, and preside over in accordance with the law
(2) Request, convene, preside over, and participate in accordance with the law
Hold, participate in, or appoint a shareholder’s agent to participate in a stock offering or appoint a shareholder’s agent to attend a general meeting of shareholders
Eastern Conference and exercise corresponding voting rights;
meeting and exercise corresponding voting rights;
…
…
(5) Check and copy these articles of association and shareholder names
(5) Check the Articles of Association, shareholder list, company
register, minutes of shareholders’ meetings, bond stubs of resolutions of board of directors’ meetings, minutes of shareholders’ meetings, directors’
meetings, financial accounting reports, shareholders’ meeting resolutions, supervisory board meeting resolutions, and financial accounting reports that comply with regulations.
You can check the company's accounting books and accounting reports;
certificate;
Article 35 Shareholders who request to review or copy company-related materials must comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations. At the same time, valid identity certificates, shareholding certificates and written applications should be submitted to the company. The written application should state the legitimate purpose, specific material scope, confidentiality commitment and other necessary contents deemed necessary by the company.
Article 34 Shareholders request to review the contents of the preceding article. If the company considers that the shareholder's request lacks a statement of relevant information or requests for information, it shall provide written documents proving the type of company shares it holds, infringement of business secrets, damage to other shareholders and the number of shares held by the company for the appropriate purpose, or that may leak the company's undisclosed major information. If the company reviews personal privacy or endangers the legitimate rights and interests of the company and shareholders and confirms the identity of the shareholder, the company shall have the right to reject the shareholder's request. for. Shareholders who are allowed to inspect and copy shall operate in designated places under the supervision of the company, strictly abide by the company's relevant internal management systems, and assume permanent confidentiality responsibility for the undisclosed information obtained. Shareholders who violate confidentiality obligations or misuse information shall bear compensation and corresponding legal liabilities.
If shareholders request to review or copy relevant materials of the company's wholly-owned subsidiaries, the above provisions shall apply.
Article 35 The Company’s General Meeting of Shareholders and Directors Article 36 If the content of the resolutions of the Company’s General Meeting of Shareholders or the Board of Directors violates laws and administrative regulations, shareholders have the right to request the People’s Court to invalidate the resolutions. Dong has the right to request the People's Court to find it invalid.
Procedures for convening meetings of shareholders and the board of directors. If the procedures for convening meetings of shareholders or the board of directors, or the way of voting, or the way of voting violates laws, administrative regulations, or these Articles of Association, or if the content of the resolution violates these Articles of Association, the shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date when the resolution is made. Within the period, request the People's Court to revoke the decision. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.
Article 37 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
New Articles (3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.
Article 36 Directors and Senior Managers Article 38 Directors and senior managers other than members of the Audit Committee who violate laws and administrative regulations when performing company duties or the provisions of these Articles of Association and cause losses to the company shall be held individually or jointly for more than 180 consecutive days and cause losses to the company. The Board of Supervisors that holds more than 1% of the shares of the Company shall file a lawsuit with the People's Court; shareholders holding shares on the Supervisory Board shall have the right to request the Audit Committee in writing to file a lawsuit in the People's Court against the People's Court for violating laws and administrative regulations when performing the company's duties. , the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the board of supervisors or the people's court where the board of directors has received the notice specified in the preceding paragraph.
If the audit committee or the board of directors refuses to initiate a lawsuit after receiving a written request from a shareholder, or the audit committee or the board of directors refuses to file a lawsuit after receiving a written request from a shareholder specified in the preceding paragraph, or the situation is urgent and the lawsuit is not filed immediately, or the failure to file a lawsuit within 30 days from the date of receipt of the request will cause irreparable damage to the interests of the company, or the situation is urgent and the lawsuit is not filed immediately, the shareholders specified in the preceding paragraph have the right to file a lawsuit for the company's interests. If the lawsuit will cause irreparable harm to the interests of the company and the interests directly file a lawsuit with the People's Court in their own name, the shareholders specified in the preceding paragraph have the right to initiate a lawsuit on behalf of the company. interests directly to the People's Court in their own name
Others infringe upon the company's legitimate rights and interests and file a lawsuit against the company.
If losses are caused, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the preceding two paragraphs. A lawsuit may be filed in the People's Court in accordance with the provisions of the preceding two paragraphs.
If directors, supervisors or senior managers of a company's wholly-owned subsidiaries perform their duties in violation of laws, administrative regulations or the provisions of these articles of association, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own names. If a company's wholly-owned subsidiary does not have a board of supervisors or supervisors, but has an audit committee, the provisions of paragraphs 1 and 2 of this article shall apply.
Article 38 The shareholders of the company bear the following obligations:
Tasks:
(1) Comply with laws, administrative regulations and Article 40 of this Chapter. Shareholders of the company shall undertake the following obligations:
(2) Pay the share capital according to the shares subscribed and the participating parties (1) Comply with laws, administrative regulations and this Chapter; Procedures;
(3) Except for the circumstances stipulated in laws and regulations; (2) No withdrawal of shares shall be made in accordance with the shares subscribed and the parties participating in the shares; payment of share capital shall be made in the following manner;
(4) Shall not abuse the rights of shareholders to harm the company. (3) Shall not withdraw its share capital except under circumstances stipulated by laws and regulations or the interests of other shareholders; and shall not abuse the company;
The independent status of legal persons and the limited liability of shareholders may harm the company. (4) The rights of shareholders shall not be abused to harm the interests of creditors of the company; or the interests of other shareholders; the rights of shareholders shall not be abused.
If a company shareholder abuses his shareholder rights and causes losses to other shareholders of the company or legal person and harms the company's independent status and the limited liability of shareholders, he shall bear the interests of the company's creditors in accordance with the law;
bear liability for compensation; (5) Laws, administrative regulations and these Articles of Association
Shareholders of a company who abuse the independent status of the company as a legal person shall be stipulated to bear other obligations.
and shareholders have limited liability, evade debts and suffer serious losses
If the interests of the company's creditors are harmed, the company's debts shall be
jointly and severally liable;
(5) Laws, administrative regulations and these Articles of Association
determine other obligations that should be borne.
Article 39 If you hold more than 5% of the company, you must declare
shareholders with voting rights, transfer their shares to
If a pledge is made, the pledge shall be made from the day when the fact occurs.
Make a written report to the company.
Article 40 The company’s controlling shareholder, actual
Controllers shall not use their relationships to harm the company
interests. Violation of regulations will cause losses to the company
, shall bear liability for compensation.
The company’s controlling shareholders and actual controllers
The company and other shareholders of the company have a duty of good faith. control
Shareholders should strictly exercise their rights as investors in accordance with the law
profits, the controlling shareholder shall not use profit distribution, capital
Industrial restructuring, foreign investment, capital occupation, borrowing
Guarantees and other means damage the partnership between the company and other shareholders.
legal rights and interests, and shall not use its controlling position to harm the public
interests of the company and other shareholders.
Article 41 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with the law; if a company shareholder abuses the new terms and uses the company's independent status as a legal person and the limited liability of shareholders to evade debts and seriously damages the interests of the company's creditors, he shall bear joint and several liability for the company's debts.
Section 2 Controlling Shareholders and Actual Controllers
Article 42 The controlling shareholders and actual controllers of a company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, provisions of the China Securities Regulatory Commission and stock exchanges, and safeguard the interests of listed companies.
Article 43 The company’s controlling shareholders and actual controllers shall comply with the following provisions:
(1) Exercise shareholder rights in accordance with the law and not abuse control rights or use related relationships to damage the legitimate rights and interests of the company or other shareholders;
(2) Strictly implement the public statements and commitments made, and shall not make any changes or exemptions without authorization;
(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(4) Company funds shall not be appropriated in any way;
(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Other provisions of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply.
If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.
Article 44 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.
Article 45 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and the commitments they have made to restrict share transfers.
Article 41 The shareholders' meeting shall be composed of all shareholders. Article 46 The shareholders' meeting shall be composed of all shareholders. It is the company's power organ and shall be exercised in accordance with the law. The shareholders' meeting shall be the company's power organ and shall exercise the following powers in accordance with the law: Listed powers:
(1) Determine the company's business policies and investments (1) Elect and replace directors who are not responsibilities of employee representatives, and decide on the remuneration of directors
(2) Election and replacement are not the responsibility of employee representatives;
appointed directors and supervisors, and decide on relevant directors and supervisors (2) Review and approve the report of the board of directors;
(3) Review and approve the company’s profit distribution plan;
(3) Review and approve the board of directors’ report, proposal and loss recovery plan;
(4) Review and approve the report of the Board of Supervisors; (4) Increase or decrease the company’s registered capital
(5) Review and approve the company’s annual financial budget and make resolutions;
(5) Make resolutions on the issuance of corporate bonds;
(6) Review and approve the company’s profit distribution plan
and loss compensation plans; (6) Company mergers, divisions, dissolutions,
(7) To make resolutions on increasing or reducing the company’s registered capital, liquidating or changing the company’s form; (7) To amend this Articles of Association;
(8) Make resolutions on the issuance of corporate bonds or other valuable securities;
(9) Make resolutions on merger, division, and dissolution of the company;
(10) Modify the Articles of Association; (10) Review the company’s purchases and sales within one year
(11) Matters concerning the company’s hiring and dismissal of accountants and the sale of major assets exceeding 30% of the company’s total assets in the latest audited period;
(12) Review and approve Article 42 of the Articles of Association (11) Review and approve changes to the guarantee matters stipulated in the Articles of Raising Funds; Usage Matters;
(13) Review the company’s purchases within one year, (12) Review the equity incentive plan and employee sales of major assets exceeding the company’s most recent audited employee stock ownership plan;
Matters that account for 30% of total assets; (13) Review laws, administrative regulations,
(14) To review and approve changes to the use of raised funds as stipulated in departmental regulations or these Articles of Association; and other matters that should be decided by the shareholders' meeting.
(15) Review the equity incentive plan and the shareholders' meeting may authorize the board of directors to make a resolution on the issuance of corporate bonds.
(16) Review laws, administrative regulations, and other matters decided by the meeting unless otherwise stipulated by laws, administrative regulations, departmental rules of the China Securities Regulatory Commission or these Articles of Association or stipulated by the rules of the stock exchange. The powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.
exercised on behalf of others.
Article 47 The following external guarantee banks of the company
Article 42 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting.
It must be reviewed and approved by the general meeting of shareholders. (1) The amount of a single guarantee exceeds the company’s recent
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets;
A guarantee of 10% of the audited net assets of the first phase; (2) Provisions by the company and its holding subsidiaries
(2) The total amount of guarantees provided by the company and its holding subsidiaries exceeds the total amount of unaudited guarantees of the company in the latest period, and any guarantee provided after exceeding 50% of the company’s latest audited net assets; any guarantee provided after 50% of the company’s net assets are calculated; …
… (7) Provided by the company and its holding subsidiaries
(7) The total amount of external guarantees provided by the company exceeds 30% of the latest audited total assets;
any guarantee provided; …
… The company provides a guarantee for a wholly-owned subsidiary, or
The person who provides a guarantee for the controlling subsidiary and other shareholders of the controlling subsidiary provide guarantees in equal proportions based on the rights and interests they enjoy, falls under paragraph 1 (1) of this article.
In the circumstances of items (2), (3) and (5), it may be exempted from submission to the shareholders’ meeting for review.
If the shareholders' meeting or the board of directors violates the approval authority and review procedures for external guarantees, the relevant shareholders and directors who violated the approval authority and review procedures shall bear joint and several liability.
Article 44 If one of the following circumstances occurs, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence of the fact: Convene an extraordinary general meeting of shareholders:
(1) The number of directors is insufficient as stipulated in the Company Law.
… …
(5) When the Supervisory Board proposes to convene; (5) When the Audit Committee proposes to convene;
(6) Laws, administrative regulations, departmental rules (6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article. or other circumstances stipulated in this charter.
Article 50 The shareholders' meeting shall be held at the company's domicile.
Article 45 The shareholders' meeting shall be held at the company's residence. The shareholders' meeting shall set up a meeting place and be held at an on-site meeting place. Convened in the form. The company will also provide online voting or set up a venue for the shareholders' meeting, and provide convenience for shareholders to participate in the shareholders' meeting through on-site meetings or other methods. The company will also provide network or other benefits.
Providing convenience for shareholders to participate in the shareholders' meeting in other ways. After issuing the notice of the shareholders' meeting, there is no legitimate interest. Shareholders participate in the shareholders' meeting through the above methods. If the venue of the on-site shareholders' meeting cannot be changed, it will be deemed to be present. Even. If a change is indeed necessary, the convener shall announce it and explain the reasons at least two working days before the on-site meeting.
Article 51 When the company convenes a shareholders’ meeting
Article 46 The Company convenes a general meeting of shareholders
A lawyer will be hired to issue legal opinions on the following issues. A lawyer will be hired to issue legal opinions on the following issues.
and announced:
See and announce:
(1) The procedures for convening and holding meetings are:
(1) The procedures for convening and holding meetings are:
Whether it complies with laws, administrative regulations, and this Articles of Association; whether it complies with laws, administrative regulations, and this Articles of Association;
determined;
Article 47 The general meeting of shareholders shall be convened by the board of directors
set. The board of directors is unable or fails to fulfill the summons
If the duties of the general meeting of shareholders are determined, the board of supervisors shall promptly
convening and presiding over time; the Board of Supervisors does not convene and preside over
, held individually or in aggregate for more than 90 consecutive days
Shareholders holding more than 10% of the company's shares may convene the meeting on their own
and hosting.
Article 48 Independent directors have the right to propose to the directors Article 52 The board of directors shall propose to convene an extraordinary general meeting of shareholders at the prescribed meeting, and the independent directors shall convene the general meeting of shareholders on time within the prescribed time limit.
The exercise of this power shall be subject to the approval of more than half of all independent directors and the approval of only half. The Board of Directors shall agree or disagree with the proposal to convene an extraordinary general meeting of shareholders in accordance with the laws, administrative regulations and these Articles of Association in accordance with the law and the provisions of the Articles of Association within 10 days after the proposal is made. If the directors agree or disagree to convene an extraordinary general meeting within 10 days, they will provide written feedback at the shareholders' meeting. If the board of directors agrees to convene an extraordinary shareholders' meeting within 5 days after making a board resolution, a notice of the board of directors' general meeting of shareholders will be issued; if the board of directors disapproves of convening a resolution, it will issue a notice to convene an extraordinary shareholders' meeting within 5 days after making a resolution. The reasons will be explained and announced.
Article 49 The board of supervisors has the right to report to the board of directors
Article 53 The audit committee has the right to propose to the directors to convene an extraordinary general meeting of shareholders, and shall submit a written
The board of directors proposes to convene an extraordinary shareholders' meeting and shall submit it to the board of directors in person. The board of directors should
Submit to the Board of Directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and these Articles of Association,
Provide consent or disagreement within 10 days after receipt of the proposal in accordance with laws, administrative regulations and this Articles of Association
It is stipulated that within 10 days after receiving the proposal, written feedback of agreement or intention to convene an extraordinary general meeting of shareholders shall be provided.
Written feedback that does not agree with convening an extraordinary shareholders’ meeting.
See.
The board of directors agreed to convene an extraordinary general meeting of shareholders
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will be held within 5 days after the board of directors resolution is made.
A notice to convene the general meeting of shareholders will be issued within 5 days after the resolution of the board of directors is made.
Notice of convening a shareholders’ meeting. Any changes to the original proposal in the notice must be approved by the board of supervisors.
Changes must be approved by the Audit Committee. meaning.
The board of directors does not agree to convene an extraordinary general meeting of shareholders. The board of directors does not agree to convene an extraordinary general meeting of shareholders.
or failure to provide feedback within 10 days of receipt of the proposal, or failure to provide feedback within 10 days of receipt of the proposal
, it is deemed that the board of directors is unable to perform or fails to perform the feedback, it is deemed that the board of directors is unable to perform or fails to perform the feedback
The audit committee can perform the duty of convening the general meeting of shareholders, and the board of supervisors can perform the duty of convening the general meeting of shareholders.
to convene and host on their own.
You can convene and host it yourself.
Article 50 Shareholders who individually or jointly hold more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall request the board of directors to convene an extraordinary shareholders' meeting in writing. The board of directors shall propose it in accordance with the legal meeting. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary general meeting of shareholders within 10 days after receiving the request in accordance with the provisions of laws, regulations, administrative regulations and these Articles of Association. Written feedback from the shareholders’ meeting.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene a shareholders' meeting within 5 days after the board of directors' resolution is made. Any changes in the original request in the notice must be obtained from the relevant shareholders and must obtain the consent of the relevant shareholders. meaning.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares have the right to propose to the board of supervisors to convene an extraordinary general meeting. Extraordinary shareholders' meeting shall be submitted in writing to the Board of Supervisors. proposed by the Planning Commission.
If the Board of Supervisors agrees to convene an extraordinary general meeting of shareholders and the Audit Committee agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice to convene the general meeting of shareholders within 5 days of receiving the request. Any changes to the original proposal in the notice must be approved by the relevant shareholders. For changes, the consent of relevant shareholders must be obtained.
If the Board of Supervisors fails to issue a shareholder meeting notice within the prescribed time limit and the Audit Committee fails to issue a notice of the shareholders' general meeting within the prescribed time limit, it will be deemed that the Board of Supervisors has not convened and presided over the shareholders' meeting, and the Audit Committee has been deemed not to have convened the shareholders' meeting. You can convene and host it yourself.
Article 51 If the Board of Supervisors or shareholders decide to convene a general meeting of shareholders on their own initiative, the directors must be notified in writing. meeting, and at the same time file with the stock exchange.
Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%. The shareholding ratio shall not be less than 10%.
The board of supervisors or the convening shareholder shall submit relevant supporting materials to the stock exchange when issuing the meeting notice and announcing the resolution of the shareholders' meeting. The stock exchange submits relevant supporting materials.
Article 52 For shareholders’ meetings convened by the Board of Supervisors or shareholders themselves, the Board of Directors and the Director’s Secretary will cooperate. The board of directors should provide equity and the secretary of the board will cooperate. The board of directors will provide a shareholder register on the record date. Register of shareholders on the record date.
Article 53 If the Board of Supervisors or shareholders convene a general meeting of shareholders on their own initiative, the expenses necessary for the meeting shall be borne by the Company. Beared by the company.
Article 59 The company convenes a shareholders’ meeting, and the directors
Article 55 When a company convenes a general meeting of shareholders, the board of directors, the audit committee, the board of directors, the board of supervisors individually or jointly, and shareholders individually or jointly holding more than 1% of the company's shares have the right to propose proposals to the company.
The company made a proposal. Individually or collectively hold more than 1% of the company's shares
Shareholders who individually or collectively hold more than 3% of the company's shares may submit temporary proposals 10 days before the shareholders' meeting and submit them in writing to the convener. Propose a temporary proposal before the convening and submit it in writing to the convener. The convener shall issue a supplementary notice to the general meeting of shareholders within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to shareholders for review. discussion. Exceptions are made for temporary proposals that violate laws, administrative regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.
Article 57 The notice of the shareholders’ meeting shall include the following contents: Article 61 The notice of the shareholders’ meeting shall include the following contents:
… …
(5) The name and telephone number of the permanent contact person for conference affairs. (5) The name and telephone number of the permanent contact person for conference affairs. number;
The notice and supplementary notice of the general meeting of shareholders shall: (6) Full and complete disclosure of all specific times and voting procedures for all proposals through online or other means of voting.
content. The matters to be discussed require independent directors to issue...
To express opinions, issue a notice of the general meeting of shareholders or a supplementary
The notification will also disclose the opinions of independent directors and
Reason.
…
Article 58 If the shareholders’ meeting intends to discuss the election of directors or supervisors, the shareholders’ meeting shall notify the directors and supervisors.
… …
Except for adopting the cumulative voting system to elect directors and supervisors, each candidate for director and supervisor shall submit a single proposal as a single proposal. out.
Article 62 Individual shareholders attend the meeting in person
Article 66 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other identifiable information.
If making a request, you should present your ID card or other valid certificates or certificates that can show your identity, stock certificates, etc.
Valid certificate or certificate indicating his or her identity; agent account card; if entrusting another person to attend the meeting on his or her behalf,
If others attend the meeting, they must present their valid ID and shareholder authorization.
ID card and shareholder authorization letter.
Power of attorney.
Article 67 Authorization letter issued by shareholders
Article 63 Authorization issued by shareholders
The power of attorney to attend the general meeting of shareholders should state the power of attorney to attend the general meeting of shareholders.
Column content:
The following:
(1) The name of the client, the public information held by the client
(1) The name of the agent;
The type and number of company shares;
(2) Whether it has voting rights;
(2) The name of the agent;
(3) Respectively review the matters included in the agenda of the general meeting of shareholders
(3) Specific instructions from shareholders, including voting in favor, against or abstaining from voting on each matter listed for consideration
Instructions for voting in favor of each item to be considered on the agenda of the shareholders’ meeting;
Instructions for voting in favor, against or abstaining from voting, etc.;
…
…
Article 64 The power of attorney shall indicate if
If the shareholder does not give specific instructions, whether the shareholder’s agent
You can vote as you wish.
Article 65 Power of attorney for proxy voting
If the principal authorizes another person to sign, it is an authorized signature.
Article 68 The power of attorney or other authorization documents for proxy voting shall be
If the principal authorizes another person to sign, the authorized signature shall be notarized. Notarized power of attorney or other authorization
The power of attorney or other authorization documents must be passed and the voting proxy must be kept in the public domain.
Notarized. Notarized power of attorney or other authorized person’s address or specified in the notice convening the meeting
Documents and voting proxy forms must be kept in other public places.
If the principal specified in the notice of meeting is a legal person, or the principal specified in the notice convening the meeting is a legal person, his legal representative shall
elsewhere.
authorized by resolution of the person or the board of directors or other decision-making bodies
person with the right to attend the company’s general meeting of shareholders as a representative
Yes.
Article 66: Meeting of persons attending the meeting Article 69: The company is responsible for preparing a meeting register of persons attending the meeting. Meeting register The register is prepared by the company. The meeting register shall contain the names (or names of entities) of the persons participating in the meeting, ID numbers, residential addresses, holdings or titles, ID numbers, the number of shares held or represented by the representatives with voting rights, the number of shares with voting rights by proxy, the name of the proxy (or the name of the individual (or name of the person), etc.).
Article 68 When the general meeting of shareholders is convened, this Article 71 If the shareholders' meeting requires all directors, senior management personnel of the company, supervisors and secretary of the board of directors to attend the meeting as non-voting participants, the directors and senior management personnel shall attend the meeting as non-voting participants, and the general manager and other senior management personnel shall attend the meeting as non-voting participants and accept the pledge from shareholders. Inquire.
Article 72
Article 69
…
…
The shareholders' meeting convened by the audit committee and the shareholders' meeting convened by the supervisory board shall be held by
Chaired by the convener of the Audit Committee. The Chairman of the Audit Committee and Supervisory Board presided over the meeting. The chairman of the supervisory board cannot perform his duties
When the convener of the meeting is unable or fails to perform his duties or fails to perform his duties, more than half of the members shall
At that time, a supervisor jointly elected by more than half of the audit committee members and supervisors will preside over the meeting.
An elected member of the Audit Committee shall preside.
A general meeting of shareholders convened by the shareholders themselves shall be convened by
A shareholders' meeting convened by shareholders themselves shall be presided over by a representative elected by the convener.
person or his/her recommended representative.
When convening a general meeting of shareholders, the host of the meeting violated the
When convening a shareholders' meeting, the host of the meeting violated the anti-procedural rules, making it impossible for the shareholders' meeting to continue.
If the rules of procedure make it impossible for the shareholders' meeting to proceed, the shareholders' meeting shall be attended on site and have the right to vote.
With the approval of half of the shareholders attending the shareholders' meeting with more than half of the voting rights, the shareholders' meeting may elect a
If agreed, the shareholders' meeting can elect one person to serve as the host of the meeting and continue the meeting.
Hold on, let's continue the meeting.
Article 70 The company formulates the agenda of the general meeting of shareholders
Article 73 The company shall formulate rules of procedure for the shareholders’ meeting to provide detailed provisions on the convening and performance of the shareholders’ meeting.
Rules, which stipulate in detail the convening and decision-making procedures of shareholders’ meetings, including notification, registration, and review of proposals.
and voting procedures, including notification, registration, proposal, voting, counting of votes, announcement of voting results,
deliberation, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing
Promulgation, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the resolution of directors by the general meeting of shareholders
Signatures, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders’ meeting. The authorization content should be clear and specific.
The authorization principle of the board of directors should be clear and specific. The rules of procedure for the general meeting of shareholders shall be drafted by the board of directors
body. The rules of procedure of the shareholders' meeting shall be drawn up by the board of directors and shall be appended to the articles of association after approval by the shareholders' meeting.
After approval by the shareholders' meeting, it will be used as an attachment to the articles of association.
pieces.
Article 71 At the annual shareholders' meeting, Article 74 At the annual shareholders' meeting, the board of directors and the board of supervisors shall report to the shareholders' meeting on their work in the past year. Each independent will make a report. Each independent director shall also make a performance report. Debriefing report.
Article 72 Directors, Supervisors, and Senior Management Article 75 Directors, senior management personnel shall provide explanations and explanations to shareholders’ inquiries and suggestions at the shareholders’ meeting. Provide explanations and explanations.
Article 74 The shareholders' meeting shall have minutes. Article 77 The shareholders' meeting shall have minutes, which shall be held by the secretary of the board of directors. The secretary of the board of directors is responsible for recording meeting minutes. The minutes of the meeting record the following content: Contain the following content:
(1) Meeting time, place, agenda and convenor; (1) Meeting time, place, agenda and convener’s name;
(2) The host of the meeting and the names of directors, supervisors, general managers and other senior directors and senior managers who attended or attended the meeting;
Name of senior management personnel;
Article 75 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Attendance records shall be true, accurate and complete. Directors, supervisors, board secretaries who attend or discuss the meeting, directors who convene and attend the meeting, board secretaries, conveners or their representatives, and meeting presiding officers shall sign on the meeting minutes. Meeting minutes should be signed with the on-site minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on the spot and the proxy book of shareholders attending on-site and the power of attorney of proxy representatives, valid documents on online and other voting status, and valid information on online and other voting status. The retention period shall be no less than 10 years. The retention period shall be no less than 10 years. Year.
Article 78 The following matters shall be decided by the general meeting of shareholders:
Passed by ordinary resolution:
(1) Work report of the Board of Directors and Supervisory Board Article 81 The following matters shall be reported by the shareholders’ meeting; ordinary resolutions shall be passed:
(2) The profit distribution plan drawn up by the board of directors (1) The work report of the board of directors;
and loss-making plan; (2) Profit distribution plan drawn up by the board of directors
(3) Appointment and removal of members of the board of directors and board of supervisors and plan to make up for losses;
and their remuneration and payment methods; (3) Appointment, removal and remuneration of board members
(4) The company’s annual budget plan, final accounting method and payment method;
(4) Except as provided by laws, administrative regulations or
(5) The company’s annual report; otherwise than through special resolutions as stipulated in this Articles of Association
(6) Other matters except those stipulated by laws, administrative regulations or .
The Articles of Association require that special resolutions be adopted other than
other matters.
Article 79 The following matters shall be passed by the general meeting of shareholders. Article 82 The following matters shall be passed by the general meeting of shareholders by special resolution: Special resolution shall be passed:
(1) The company increases or decreases its registered capital; (1) The company increases or decreases its registered capital; capital;
(2) The company's division, spin-off, merger, (2) The company's merger, division, dissolution or dissolution and liquidation; or change of company form;
(3) Modification of the Articles of Association; (3) Modification of the Articles of Association and its attachments (including
(4) The company purchases or sells large assets within one year that are subject to the rules of procedures for shareholders’ meetings or board of directors’ meetings, or the amount of guarantee exceeds the company’s most recent one);
30% of the audited total assets; (4) The company purchases,
(5) Equity incentive plans; Selling major assets or providing guarantees to others
(6) The amount of issuance of corporate bonds or other securities exceeds 30% of the company’s latest audited total assets;
(7) Laws, administrative regulations or these Articles of Association (5) Equity incentive plan;
(6) Consider other matters that will have a significant impact on the company due to Article 25 of the Articles of Association and require the repurchase of special resolutions for the reasons specified in Items (1) and (2). Matters concerning the Company's shares
(7) Spin off and list its subsidiaries;
(8) Issuance of stocks, convertible corporate bonds, preference shares and other securities recognized by the China Securities Regulatory Commission
(9) Major asset reorganization;
(10) The company’s shareholders’ meeting resolves to voluntarily withdraw its shares from listing and trading on the Exchange, and decides not to trade on the exchange or to apply for trading or transfer on other trading venues;
(11) Other matters determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions;
(12) Other matters that require special resolutions as stipulated in laws and regulations, relevant provisions of the stock exchange, the company's articles of association or the rules of procedure of the shareholders' meeting.
The proposals mentioned in Items 7 and 10 of the preceding paragraph shall, in addition to being passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting, also be passed by more than two-thirds of the voting rights held by shareholders attending the meeting other than directors, senior managers of the listed company and shareholders who individually or collectively hold more than 5% of the shares of the listed company.
Article 83 Unless the company is in crisis or other special circumstances, the company will not enter into any contract with the directors, general manager and other senior management personnel unless approved by the shareholders' meeting through a special resolution. or a contract in which the management of important business is delegated to that person. contract.
Article 84: Names of candidates for directors and supervisors Article 87: The list of candidates for directors shall be submitted to the shareholders' meeting for voting in the form of a bill of lading and proposal. The proposal will be submitted to the shareholders' meeting for a vote.
Candidates for non-independent directors are nominated by the board of directors, shareholders individually or jointly holding more than 3% of the company's total shares, or shareholders individually or jointly holding more than 1% of the company's total shares. Candidates for independent directors are nominated by directors and shareholders. Candidates for independent directors are nominated by the board of directors, the board of supervisors, and shareholders who individually or jointly hold more than 1% of the company's total shares. Nominated by shareholders above.
When candidates for shareholder representative supervisors are voted by the board of supervisors and shareholders' meeting for the election of two or more directors (including independent directors who individually or jointly hold more than 3% of the company's total shares, the same below), shareholder nominations should be implemented. Candidates for employee representative supervisors shall adopt a cumulative voting system.
It is democratically recommended by company employees. The cumulative voting system referred to in the preceding paragraph refers to the shareholders’ meeting
When the general meeting of shareholders votes on the election of two or more directors (including when electing directors, each share has the same number of independent directors as the directors to be elected, the same below) and supervisors, the votes owned by shareholders shall implement a cumulative voting system. Decision-making power can be centralized. The board of directors should
The cumulative voting system mentioned in the preceding paragraph refers to the resume and basic information of candidate directors announced by shareholder Dadong. When a meeting of shareholders elects directors or supervisors, the number of votes held by each shareholder is equal to the number of directors or supervisors to be elected. The voting rights held by shareholders can be concentrated so that the number of shares held by the shareholders multiplied by the number of directors to be elected. The board of directors shall announce to shareholders the number of candidate directors. Shareholders can concentrate their total votes on the resume and basic information of the director and supervisor. vote for several director candidates individually or separately. every
The general meeting of shareholders elects directors (supervisors) by counting the votes of a candidate director individually, and the candidate with the most votes will be selected by each shareholder in the cumulative voting. When cumulative voting is implemented, the number of directors (supervisors) to be elected shall be announced to the shareholders and shareholder representatives present at the meeting before voting. Shareholders may declare their general intention to implement cumulative voting for the election of directors, and vote for one or several cumulative voting methods and director (supervisor) candidates. Election rules for each candidate director.
(Supervisors) The votes will be counted separately, and the one with the most votes shall be elected. The cumulative voting system shall be adopted for voting at the shareholders' meeting. When implementing cumulative voting, the meeting host should adhere to the following principles:
Before voting, it shall be announced to shareholders and shareholder representatives present at the meeting that (1) the number of director candidates can be more than the number of directors to be elected at the shareholder meeting. The cumulative voting for the election of directors (supervisors) shall be carried out by shareholders, but the number of candidates voted by each shareholder and the number of votes counted during the cumulative voting shall not exceed the calculation method and election rules of directors to be elected at the shareholders' meeting. number, the total number of allocated votes cannot exceed the number of shareholders
The number of votes required for the cumulative voting system to be adopted at the general meeting of shareholders, otherwise, the vote will be invalid; the following principles shall be implemented: (2) Independent directors and non-independent directors shall implement the cumulative voting system.
(1) The number of candidates for directors or supervisors can be voted on separately. When electing independent directors, each shareholder is more than the number of candidates to be elected at the shareholders' meeting, but the number of votes each shareholder is entitled to is equal to the number of votes cast by the shares he holds. The number of candidates voted for cannot exceed the number of votes multiplied by the number of independent directors to be elected at the shareholders' meeting. Each shareholder is entitled to a number of votes equal to his or her
(2) Independent directors and non-independent directors shall vote separately by multiplying the number of shares held by the non-independent directors to be elected. When electing independent directors, the number of votes multiplied by the number of each shareholder can only be cast on non-independent director candidates whose shares are entitled to obtain a number of votes equal to the number of votes they hold;
The number of votes multiplied by the product of the number of independent directors to be elected (3) The number of votes obtained by the director candidates can only be cast in the order of the shareholders' meeting to determine the final candidate, but each candidate is an independent director; the minimum number of votes received for the election of non-independent directors must exceed the number of shareholders present. The number of votes each shareholder is entitled to is equal to the number of shares held by shareholders (including shareholders' agents) at the meeting multiplied by half of the total number of non-independent directors to be elected.
The product of the number of participants, the number of votes can only be cast to the
Non-independent director candidates for the second general meeting of shareholders;
(3) Candidates for directors or supervisors based on their qualifications
The final candidate will be determined in order of the number of votes.
However, the minimum number of votes for each elected candidate must exceed
Shareholders attending the general meeting of shareholders (including shareholders’ proxies)
half of the total number of shares held by persons).
Article 86 The shareholders' meeting considers the proposal. Article 89 When the shareholders' meeting considers the proposal, the proposal will not be modified. Otherwise, the proposal will not be modified. If there is a change, the change shall be regarded as a new proposal and shall not be regarded as a new proposal and cannot be voted on at this shareholders' meeting. A vote will be held at the Eastern Conference.
Article 89 The shareholders' meeting shall vote on the proposal. Article 92 Before the shareholders' meeting votes on the proposal, two shareholder representatives shall be elected to participate in counting and supervising the votes. Matters to be considered are related to shareholder-related voting and voting supervision. If the matters under review are related to shareholders, the relevant shareholders and their agents are not allowed to participate in the counting and scrutinizing of votes. Voting, scrutinizing votes.
When the shareholders' meeting votes on a proposal, the lawyer, shareholder representative and supervisor representative shall be jointly responsible for counting the votes, and the supervisor shall be responsible for counting and supervising the votes. The voting results shall be announced on the spot, and the voting results and resolutions shall be announced on the spot. The voting results of the resolutions shall be recorded in the meeting minutes. The results are recorded in the minutes of the meeting.
Article 90 The on-site end time of the shareholders' meeting Article 93 The on-site end time of the shareholders' meeting shall not be earlier than online or other means, and the meeting host shall not be earlier than online or other means. The meeting host shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results, and declare whether the proposal is passed based on the voting results. Pass.
Before the voting results are officially announced, the shareholders' meeting, the online and other voting methods, the companies, the counters, the scrutineers, the major shareholders, the counters, the scrutineers, the shareholders, the Internet owners, the network service providers and other relevant parties involved in the on-site, online and other voting methods are obliged to keep the voting status confidential. There is an obligation of confidentiality.
Article 94 Shareholders attending the shareholders’ meeting shall express the following opinions on the proposals submitted for voting:
Article 91 One of the shareholders attending the general meeting of shareholders: agree, oppose or abstain. The securities registrar shall express one of the following opinions on the proposal submitted for voting: agreement, objection or abstention. The nominal holder of shares in the Yiwang Interoperability Mechanism,
Forms that are not filled in, are filled in incorrectly, or have illegible handwriting are excluded. Votes that are declared in accordance with the intention of the actual holder and unvoted votes will be deemed to have been released by the voter.
If the voting result of the number of shares held is not filled in, filled in incorrectly, or the handwriting is illegible, it shall be counted as "abstention". Voting votes and unvoted votes shall be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 95 The general meeting of shareholders approves relevant directors’ resolutions
Article 98 If the shareholders’ meeting passes the proposal regarding the election of directors and supervisors, the new directors and supervisors shall
If an election proposal is made, the time for the new director to take office shall be the time when the shareholders take office shall be the day when the shareholders’ meeting votes and approves the proposal.
The day the East Council voted to pass it.
day.
Article 97 Article 100
… …
(2) For corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, the person has been sentenced to a penalty, and the execution period has not exceeded 5 years, or has been deprived of political rights due to a crime, and has not expired for 5 years; In the year, those who were sentenced to probation shall be
… Two years have not passed since the expiration of the probation period;
(4) Responsible for revocation of business license due to violation of law...
(4) If a company or enterprise has been revoked as a business representative due to violation of the law and bears personal liability, the company or enterprise shall have a business license revoked or ordered to close down.
(5) It has not been more than 3 years since the date of the personal debt with a relatively large amount;
The debt has not been paid off within the due date; (5) The personal debt with a relatively large amount has reached
(6) Persons who are listed as dishonest and banned from entering the securities market by the People’s Court for failure to pay off the securities market within the time limit imposed by the China Securities Regulatory Commission, and the time limit has not expired;
… (6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of the company, etc., and the time limit has not expired;
…
Article 98 Article 101
… …
Directors may be concurrently held by the general manager or other senior management personnel, but the total number of directors who concurrently hold the position of president or other senior management personnel, directors who hold positions of senior management personnel, and directors who are employee representatives shall not exceed the number of directors held by the company, and the total number shall not exceed 1/2 of the total number of directors of the company. 1/2 of the total number of things.
Article 99 Directors shall abide by laws, administrative regulations and these Articles of Association, and shall have the following obligations to the company: The directors shall abide by laws, administrative regulations and these Articles of Association, and shall have a duty of loyalty to the company:
(1) No one shall use his or her authority to accept bribes or whose interests conflict with the interests of the company, shall not use his or her authority to obtain other illegal income, or shall not misappropriate the company's property to obtain illegitimate benefits.
property; Directors have the following fiduciary duties towards the company:
(2) Not to misappropriate company funds; (1) Not to misappropriate company property or misappropriate public funds;
(3) Company assets or funds shall not be used as company funds;
Open an account in his or her own name or in the name of another individual (2) Company funds shall not be stored in an account in his or her own name; or open an account in the name of another individual;
(4) Shall not violate the provisions of these Articles of Association, (3) Shall not take advantage of his or her authority to bribe or accept other illegal income from the company's assets without the consent of the shareholders' meeting or the board of directors;
Lending money to others or using company property for others (4) Failure to provide guarantee to the board of directors or shareholders' meeting;
(5) Shall not violate the provisions of these Articles or without the approval of the resolution of the shareholders' meeting, and shall not enter into a contract with the company directly or indirectly with the consent of the shareholders' meeting; or conduct transactions with the company; (5) Shall not take advantage of his position to benefit himself
(6) Without the consent of the general meeting of shareholders, you are not allowed to benefit or seek for others business opportunities belonging to the company, use your position to facilitate yourself or others to seek business opportunities that belong to the company that should be reported to the board of directors or shareholders' meeting and approved by shareholders, operate for yourself or for the resolution of other meetings, or the company operates similar businesses to the company in accordance with laws, regulations or the provisions of this Articles of Association.
(7) Not accept commissions for transactions with the company, except for the business opportunity;
(6) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the shareholders' meeting, it is not allowed to operate the same business as the company itself or for others;
(7) You are not allowed to accept commissions from other people’s transactions with the company as your own;
…
The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
Article 103 Directors shall abide by the law
Article 100 Directors shall abide by laws, regulations, administrative regulations and these Articles of Association. They are responsible for the company's political, regulatory and these Articles of Association. They also have the following diligence obligations to the company. The performance of their duties shall be the company's most diligent obligation: to exercise the reasonable care normally due to managers for the best interests of the company...
(5) Relevant information and information shall be truthfully provided to the Board of Supervisors and shall not hinder the Board of Supervisors or Supervisors...
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;
Article 102 Directors may
Article 105 A director may resign before the expiration of his term. Resignation of a director should be made to the director
Resign before full term. Directors who resign must submit a written resignation report to the company. The board of directors should 2
Submit a written resignation report. The company will disclose relevant information within the day after receiving the resignation report.
The resignation takes effect on the date on which the company's board of directors shall
Disclose relevant information within days.
When the number of directors is less than the quorum, the re-elected directors
If the company's board of directors takes office due to the resignation of a director, the original director shall still comply with the law and
When the number of members is less than the legal minimum, the administrative regulations, departmental rules and this charter shall be adopted when re-electing.
Before the new director takes office, the original director shall still perform his duties as a director in accordance with the law.
Except for the circumstances listed in the preceding paragraph in accordance with the laws, administrative regulations, departmental rules and these Articles of Association, a director shall resign from his post.
determined to perform the duties of a director.
The resignation report takes effect when it is delivered to the board of directors.
If a director submits his resignation, the company shall notify him of his resignation.
The by-election shall be completed within sixty days from the date of resignation, and the by-election shall be completed within sixty days from the date of confirmation of resignation.
The composition of the Board of Directors and its special committees is in line with the structure of the Board of Directors, its special committees and the Board of Supervisors.
laws, regulations and company articles of association.
Comply with laws, regulations and the company's articles of association.
Article 103 The resignation of a director shall take effect or Article 106 When the company establishes a director who resigns and his term of office expires, he shall complete all transfer management systems to the board of directors and make it clear that any disclosure procedures that have not been completed, his commitment to loyalty to the company and shareholders, and other unfulfilled matters shall be held accountable and reimbursed, and there shall be no appropriate safeguards within a reasonable period after the end of the term. If a director's resignation becomes effective or his term of office is terminated and expires within the reasonable period stipulated in these Articles of Association, all transfer procedures shall be completed to the board of directors and shall remain valid. His duty of loyalty to the company and shareholders to protect the company’s trade secrets remains valid after the end of his term of office, and will remain valid for three years after the end of his term of office. Until the secret becomes public information. Other Fidelity Obligations to keep the company's trade secrets confidential shall remain in effect until the confidentiality of the company's trade secrets becomes public knowledge during the duration of the employee's employment and shall be determined based on the principle of fairness. The liability of a director due to the short performance of his duties during his term of office, as well as the circumstances and conditions of his relationship with the company, shall not be waived or terminated upon resignation. or terminate.
Article 108 If a director causes damage to others when performing company duties, the company will bear the responsibility
Article 105 Directors shall be liable for compensation when performing their company duties; directors who violate laws, administrative regulations, departmental rules or regulations intentionally or with gross negligence shall also be liable for compensation.
According to the provisions of this Articles of Association, if a director causes losses to the company and violates the law when performing his duties, he shall be liable for compensation. If the company suffers losses due to administrative regulations, departmental rules or the provisions of this Articles of Association, it shall be liable for compensation.
Article 107 The company shall establish a board of directors, which shall
The general meeting of shareholders is responsible.
Article 110 The company shall have a board of directors, which shall consist of nine directors and shall have a chairman of the board. Article 108 The board of directors shall consist of nine directors.
people, and can have a vice chairman as needed. The composition of directors shall include a chairman of the board. The board of directors includes three
The meeting included 3 independent directors and 1 independent director who was an employee director.
name. The chairman of the board of directors shall be elected or removed by a majority vote of all directors.
Article 109 The Board of Directors shall exercise the following duties. Article 111 The Board of Directors shall exercise the following powers: Powers:
… …
(4) Formulate the company's annual financial budget. (9) Decide on the appointment or dismissal of the company's general manager, final accounts plan; CEO, board secretary and other senior managers, and decide on their remuneration matters, rewards and punishments;
(10) Decide on the appointment or dismissal of the general manager of the company. Decide on the appointment or dismissal of the general manager, secretary of the board of directors and other senior managers, the company's vice president, financial controller and other senior managers based on the nomination of the president, and decide on their remuneration matters, rewards and punishments; personnel, and decide on their remuneration matters, rewards and punishments.
Recruit senior executives such as the company’s deputy general manager and financial director (10) Develop the company’s basic management system; manage personnel, and decide on their remuneration matters, rewards and punishments…
Matters; (14) Listen to the work report of the company president
(11) Formulate the company’s basic management system and inspect the work of the president;
(15) Determine and appoint the company’s holding company
…… business, joint-stock enterprise or branch shall be controlled by the company
(15) Listen to the work report of the company’s general manager and appointed directors and senior managers;
Report to and inspect the work of the general manager; (16) Laws, administrative regulations, department rules
(16) Determine and appoint the company’s holding company or other powers granted by this Articles of Association.
business, joint-stock enterprise or branch shall be controlled by the company
Appointed directors and their senior management;
(17) Laws, administrative regulations, departmental rules
Chapter or other powers conferred by these Bylaws.
The company's board of directors establishes an audit committee and
Establish strategy, nomination, compensation and evaluation as needed
Nuclear and other related special committees. Special committee on
The board of directors is responsible for, in accordance with this Articles of Association and the authorization of the board of directors
to perform their duties, the proposal shall be submitted to the board of directors for review
decision. The members of the special committee are all directors
Composition, including audit committee, nomination committee
The proportion of independent directors in the meeting, remuneration and appraisal committees
majority and serves as the convenor of the Audit Committee.
Bringing people together as accounting professionals. Board of Directors Responsibility System
Establish working procedures for special committees and standardize the work of special committees
the operation of the committee.
Article 111 The Board of Directors shall establish directors. Article 113 The Board of Directors shall formulate rules of procedure for the Board of Directors, clarify the methods of proceedings of the Board of Directors, and the voting procedures of the Board of Directors to ensure that the Board of Directors implements the resolutions of the general meeting of shareholders, improves work efficiency, and ensures scientific resolutions, improves work efficiency, and ensures scientific decision-making. The rules of procedure of the board of directors shall be drafted by the board of directors. The rules of procedure for the board of directors shall be drawn up by the board of directors and shall be appended to the articles of association upon approval by the shareholders' meeting. pieces.
Article 113 Article 115 Major transactions of the company
The company's decision-making authority and procedures for major transaction matters are as follows:
The order is as follows: 1. “Transaction” as mentioned in this article includes the following:
1. The “transaction” referred to in this article includes the following matters:
Matter: ……
… (12) Recognized by Shenzhen Stock Exchange
(12) Other transactions recognized by the Shenzhen Stock Exchange.
Other Transactions. The following activities of the company do not fall within the provisions of the preceding paragraph... Matters:
(5) Financial assistance (1) Purchase of raw materials, fuel and power related to daily operations (excluding asset replacement)
The funding object is the purchase and sale of such assets within the scope of the company's consolidated statements);
Controlled subsidiaries with a shareholding ratio of more than 50% are exempt from the provisions of the preceding two paragraphs. Operation-related assets (excluding assets involved in asset replacement)
(6) External guarantees and purchase and sale of such assets);
The general meeting of shareholders has the right to decide on the external guarantee matters specified in Article 2 of Article 40 of the Articles of Association (3) Although the transactions specified in the preceding paragraph are carried out, the items of the general meeting of shareholders belong to the company's main business activities.
Review the company’s relationship with shareholders, actual controllers and their related parties…
When it comes to the guarantee provided by a joint partner, the applicant must attend the meeting (5) Financial assistance
Two-thirds of the voting rights held by shareholders at the meeting shall be...
passed on. Other funding objects beyond the approval authority of the shareholders' meeting include external guarantee matters within the scope of the company's consolidated statements, which shall be decided by the board of directors. For a holding subsidiary with a shareholding ratio of more than 50%, and when the board of directors considers external guarantee matters, it shall be exempted from the application of the provisions of the preceding two paragraphs if the controlling shareholders, actual controllers and their affiliates and no less than two-thirds of all directors of the board of directors must obtain the consent of more than two-thirds of the directors of the other shareholders of the holding subsidiary excluding the company's board of directors.
one. (6) External guarantee
(7) Related transactions The decision-making authority and procedures for external guarantees shall be implemented in accordance with the provisions of Article 47 of the Articles of Association.
…
(7) Related transactions (This Articles of Association involves the following related transactions (providing guarantees, providing
The definition of Yi is based on "Shenzhen Stock Exchange Entrepreneurship Financial Assistance") and meets one of the following standards,
Implemented by the Listing Rules for Stocks on the Board of Directors)
However, it has not yet reached the level that should be reviewed and approved by the shareholders’ meeting.
…
The amount shall be reviewed and approved by the board of directors.
Directors shall abstain from voting on the following related-party transactions (providing guarantees and providing related-related transactions):
Except for financial aid) meet one of the following criteria,...
It shall be carried out with the consent of more than half of all independent directors. 3. Although it is a related party transaction that the chairman of the board has the authority to decide,
The board of directors reviewed the matter and disclosed it in a timely manner. However, the chairman of the board was involved in the review of the related transaction.
Co-directors shall abstain from voting:
The items cannot be corrected due to related relationships or other special reasons.
…
If decisions are made on a regular basis, the related transaction shall be reviewed by the board of directors.
The above-mentioned shareholders’ meeting and the board of directors have reviewed and approved the above-mentioned shareholders’ meeting and the board of directors.
Other related party transactions other than the above items shall be handled by the chairman of the board of directors.
Approval. If it is subject to the approval of the Commissioner, the Chairman has the authority to decide.
related transactions, but the chairman of the board of directors and the related party transactions shall review the related party transactions that should be disclosed.
If the matter is related, the related transaction shall be decided by the directors with the approval of more than half of all independent directors of the company.
will be reviewed.
Submit to the Board of Directors for consideration.
Article 114 The board of directors shall
Whether the corporate governance mechanism can provide all shareholders with
appropriate protection and equal rights, and corporate governance
whether the management structure is reasonable and effective, etc.
Discuss and evaluate.
Article 115 The board of directors shall have a chairman
1 person, elected by the board of directors with a majority of all directors
elected from among the directors.
Article 117 If the Chairman is unable to perform his duties, Article 117 If the Chairman of the Board of Directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall perform his duties. A director jointly elected by the directors performs his duties.
Article 118 The Board of Directors shall convene at least two meetings each year, convened by the Chairman. Two meetings shall be convened by the Chairman, and all directors shall be notified in writing 10 days before the meeting is held. All directors shall be notified in writing 10 days prior to the meeting. supervisor.
Article 119 Representing 1/10 or more of the shareholders with voting rights, more than 1/3 of the directors or supervisors with voting rights, or more than 1/3 of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The committee may propose to convene an extraordinary meeting of the board of directors, and the chairman shall convene the meeting within 10 days after receiving the proposal. The chairman of the board of directors shall convene and preside over the board meeting within 10 days after receiving the proposal. Within, convene and chair board meetings.
Article 124 Meetings between Directors and the Board of Directors
Article 124 If a director has an affiliated relationship with an enterprise or an individual involved in an enterprise that is involved in a resolution at a board meeting, the director shall report to the director in a timely manner, shall not exercise voting rights on the resolution, and shall report in writing. Directors with related relationships may not exercise voting rights on behalf of other directors. The director shall not exercise the right to vote on the resolution, nor may the other directors who have more than half of the unrelated directors exercise the right to vote on behalf of the board of directors at the meeting. The board meeting can be held if more than half of the unrelated directors are present, and the resolutions passed by the board meeting must be passed by more than half of the unrelated directors. The resolutions passed at the board meeting must be passed by more than half of the associated directors who are not present at the board meeting. Those attending the board of directors should submit the matter to the general meeting of shareholders for consideration. If the number of unrelated directors at the meeting is less than 3, the matter shall be submitted to the shareholders' meeting for review.
Section 3 Independent Directors
Article 129 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consultation in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Independent directors shall perform their duties independently and shall not be influenced by the company, its major shareholders, actual controllers and other units or individuals.
The company's board of directors should include more than one-third of independent directors, including at least one accounting professional (accounting professionals refer to people with senior professional titles or certified public accountant qualifications).
New Chapter Article 130 As a member of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;
(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 131 Independent directors must maintain their independence. The following persons are not allowed to serve as independent directors of the company:
(1) Personnel working in the company or affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company's shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Personnel who hold positions in shareholder units that directly or indirectly hold more than 5% of the company's shares or in the top five shareholder units of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
(5) Persons who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with major business dealings and their controlling shareholders or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in the first six items in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, China Securities Regulatory Commission regulations, stock exchange business rules and company articles of association.
Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.
In the first paragraph of this article, "major social relations" refers to brothers and sisters, spouses of brothers and sisters, parents of spouses, brothers and sisters of spouses, spouses of children, parents of children's spouses, etc.; "Major business dealings" refers to matters that need to be submitted to the shareholders' meeting for review in accordance with the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other relevant regulations of the stock exchange or the company's articles of association, or other major matters determined by the stock exchange; "position" refers to serving as directors, supervisors, senior managers and other staff.
Article 132 To serve as an independent director, one must meet the following basic conditions:
(1) Qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence required by Article 131 of this Article;
(3) Have basic knowledge of the operation of listed companies, and be familiar with relevant laws, administrative regulations, rules and rules;
(4) Have more than five years of legal, economic or other work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and the Articles of Association.
Article 133 The term of each independent director is the same as that of other directors of the company. When the term expires, he or she may be re-elected, but the term of re-election shall not exceed six years. He shall not be nominated as an independent director candidate of the Company within thirty-six months from the date when his re-election reaches six years. For independent directors who have served before the initial public offering, their term of office shall be counted consecutively.
Article 134 In addition to the powers granted to directors by the Company Law and other relevant laws and regulations, independent directors also exercise the following special powers:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
(3) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the company's articles of association.
The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors.
If an independent director exercises the powers listed in paragraph 1, the company shall disclose it in a timely manner. If the above powers cannot be exercised normally, the company should disclose the specific circumstances and reasons.
Article 135 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 136 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.
The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of paragraph 1 of Article 134 of this Article and Article 135 shall be reviewed by special meetings of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed.
Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.
The company provides convenience and support for the convening of special meetings of independent directors.
Article 137 Independent directors shall ensure that reasonable time is arranged every year to conduct on-site investigations on the company's production and operation status, the construction and implementation of management and internal control systems, and the implementation of board resolutions.
Independent directors shall work on-site at the company for no less than fifteen days each year.
In addition to attending shareholders' meetings, the board of directors and its special committees, and special meetings of independent directors as required, independent directors can perform their duties by regularly obtaining information on the company's operations and other information, listening to management reports, communicating with the person in charge of the internal audit agency and the accounting firm that handles the company's audit business and other intermediaries, conducting on-site inspections, and communicating with small and medium-sized shareholders.
Article 138 Independent directors shall attend board meetings on time, understand the company's production and operation, and proactively investigate and obtain information and information necessary for making decisions. Independent directors shall submit a work report to the company's annual shareholders' meeting to explain the performance of their duties.
Article 139 The company shall bear the costs of hiring an intermediary agency for independent directors to perform their duties and other expenses required for the exercise of their duties.
Article 140 The company shall provide appropriate allowances to independent directors. The allowance standards shall be formulated by the board of directors, reviewed and approved by the shareholders' meeting, and disclosed in the company's annual report.
In addition to the above-mentioned allowances and expenses, independent directors shall not obtain other benefits from the company, its major shareholders, actual controllers or interested institutions and personnel.
Section 4 Special Committees of the Board of Directors
Article 141 Article 141 The Company’s Board of Directors shall set up an Audit Committee, a Strategy Committee, a Nomination Committee and a Remuneration and Assessment Committee to perform their duties in accordance with the Articles of Association and the authorization of the Board of Directors. Among them, the audit committee exercises the powers of the board of supervisors stipulated in the "Law on Adding New Chapters to Companies".
Proposals of each special committee shall be submitted to the Board of Directors for review and decision, and the Board of Directors shall be responsible for formulating the working procedures of the special committees.
Article 142 The Audit Committee shall consist of 3 directors who are not senior managers of the company, including 2 independent directors, and the accounting professionals among the independent directors shall serve as the convener.
Article 143 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Employ or dismiss accounting firms that undertake the audit business of listed companies;
(3) Appointment or dismissal of financial officers of listed companies;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 144 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.
The voting on resolutions of the Audit Committee shall be one person, one vote.
The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.
The working procedures of the Audit Committee are formulated by the Board of Directors.
Article 145 The Strategic Development Committee shall consist of three directors, including at least one independent director. The members shall be elected by the board of directors and shall have a chairman, who shall be the chairman of the board. The main responsibilities and authorities of the Strategic Development Committee are:
(1) Conduct research and make suggestions on the company’s long-term development strategic plan;
(2) Conduct research and make recommendations on major investment and financing proposals that are subject to approval by the board of directors as stipulated in the Articles of Association;
(3) Conduct research and make recommendations on major capital operations and asset management projects that are subject to approval by the board of directors as stipulated in the Articles of Association;
(4) Conduct research and make suggestions on other major matters affecting the company’s development;
(5) Inspect and evaluate the implementation of the above matters, and provide written opinions on the inspection and evaluation results;
(6) Other powers stipulated in laws, regulations and normative documents.
Article 146 The Nomination Committee shall consist of 3 directors, including 2 independent directors. The members shall be elected by the board of directors and shall have a chairman, who shall be an independent director. The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Make recommendations to the board of directors on the size and composition of the board of directors based on the company’s operating activities, asset size and equity structure;
(4) Study the selection criteria and procedures for directors and senior managers and make recommendations to the board of directors;
(5) Extensively search for qualified directors and senior management candidates;
(6) Review and make recommendations on director candidates and senior management candidates;
(7) Other powers stipulated in laws, regulations and normative documents.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 147 The Remuneration and Appraisal Committee consists of 3 directors, including 2 independent directors. The members are elected by the board of directors and have a chairman, who is an independent director. The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers
(2) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising rights are met
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and the company's articles of association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
The board of directors has the right to veto remuneration policies, plans or programs that harm the interests of shareholders.
Article 149 Article 100 of this Charter
Article 130 Article 97 of this Charter
About the circumstances not allowed to serve as a director, resignation management About the circumstances not allowed to serve as a director, applicable at the same time
The provisions of the system apply to both senior managers and senior managers.
member.
Article 99 of the Articles of Association regarding directors’ loyalty
Article 102 of the Articles of Association regarding the actual obligations of directors and Article 100 (4) and Article 100
Duty of loyalty and Article 103 on the duty of diligence
Items (5) and (6) regarding the obligation of diligence
The provisions on business affairs shall also apply to the provisions on senior managers and shall also apply to senior managers.
member.
Article 129 The company shall have a general manager 1. Article 148 The company shall have a president who shall be appointed or dismissed by the board of directors. Name, appointed or dismissed by the board of directors.
The company shall have several deputy general managers, who shall be appointed or dismissed by the general manager at the request of the board of directors. Ask the board of directors to appoint or fire.
The general manager, deputy general manager, financial officer and secretary of the board of directors are the senior managers of the company. member.
Article 132 The term of office of the general manager is 151. The term of office of the president is 3 years. The general manager may be re-elected for a second term. Years, the president can be re-elected.
Article 133 The General Manager is responsible to the Board of Directors. Article 152 The President is responsible to the Board of Directors and shall exercise the following powers:
… …
(6) Request the board of directors to appoint or dismiss the company's deputy general manager and financial controller; the company's vice president and financial controller;
… …
(8) Other powers granted by this Articles of Association or the Board of Directors. authority.
The general manager attends board meetings. The president attends board meetings.
Article 134 The general manager shall formulate general
Article 153 The president shall formulate detailed work rules for the president and manager and submit them to the board of directors for approval before implementation.
Work rules shall be submitted to the Board of Directors for approval before implementation.
Give.
Article 135: General Manager’s Work Rules Article 154: President’s Work Rules include the following:
(1) Conditions and procedures for convening the General Manager’s Meeting (1) Conditions and procedures for convening the President’s Meeting and the participants; and the participants;
(2) General manager and other senior managers (2) The specific responsibilities and division of labor of the president and other senior managers;
(3) The use of company funds and assets, the authority to sign major contracts, the authority to sign major contracts to the board of directors, and the reporting system to the board of directors; reporting system;
Article 136 The general manager may remain in office. Article 155 The president may resign before the expiration of his term. The relevant general manager submitted his resignation before the expiration of his term. The specific procedures and methods regarding the resignation of the president shall be stipulated in the labor contract between the president and the company. Labor contract provisions.
Article 137: The deputy general manager assists the general manager. Article 156: The vice president assists the president in his work. The general manager is unable to perform his duties for some reason. If the president is unable to perform his duties for any reason, the board of directors shall authorize a deputy general manager to act on his behalf. The board of directors shall authorize a vice president to act on his behalf. right.
Article 139
Article 158
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(3) Organizing and preparing for board meetings and stock meetings
(3) Organize and prepare for board of directors meetings and shareholders’ meetings, and participate in shareholders’ meetings and board of directors meetings
Participate in shareholders' meetings, board of directors meetings and high-level discussions, board of supervisory meetings and senior management related meetings
Responsible for relevant meetings of senior management personnel, responsible for board meetings, meetings, and responsible for minutes of board of directors and shareholders’ meetings
Record the shareholders meeting and sign for confirmation;
Record the work and sign for confirmation;
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(6) Organization directors and senior managers
(6) Organizing directors, supervisors and senior management
Conduct securities laws, regulations and regulatory agencies, securities managers conduct securities laws, regulations and regulatory agencies
Provide training stipulated in the relevant rules of the stock exchange and assist in the training stipulated in the relevant rules of the stock exchange and
assist the above-mentioned persons to understand their respective rights and obligations in information disclosure, and assist the above-mentioned persons in understanding their respective rights and obligations in information disclosure.
and obligations;
rights and obligations in exposure;
(7) Supervise directors and senior managers
(7) Supervise directors, supervisors and senior management
Comply with securities laws, regulations and regulatory agencies. Securities managers abide by securities laws, regulations and regulatory agencies.
The relevant rules and regulations of the stock exchange and the company's articles of association, the relevant rules and regulations of the stock exchange and the company's
After knowing the company's articles of association, they will earnestly fulfill the promises they made; after knowing the company's articles of association,
The company has made or is likely to make a decision that violates relevant regulations. Knowing that the company has made or may make a decision that violates relevant regulations
When making a resolution, a reminder should be given and the stipulated resolution should be reported promptly and truthfully.
Exchange reports;
Report truthfully to the exchange;
Article 140 The secretary of the company's board of directors shall be the company's director, deputy general manager, financial controller or other senior manager as stipulated in the company's articles of association. Personnel from the accounting firm hired by the company are responsible. Certified public accountants from accounting firms and lawyers from law firms hired by the company shall not concurrently serve as company secretary to the board of directors. May concurrently serve as secretary of the company's board of directors.
Article 160 If a senior manager performs company duties and causes damage to others, the company shall
Article 141 Senior managers shall bear liability for compensation when performing their duties; senior managers who violate laws, administrative regulations, intentional or gross negligence when performing their duties shall also bear liability for compensation according to departmental regulations or these Articles of Association and shall bear liability for compensation to the company.
If a loss is caused, the person shall be liable for compensation. If senior managers violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company, they shall be liable for compensation.
Chapter 7 Board of Supervisors (Delete the entire chapter)
Article 163 The company shall
Article 159 The company shall
Report to the China Securities Regulatory Commission within 4 months from the end of the year. Report to the China Securities Regulatory Commission within 4 months from the end of the year.
The Commission’s offices and stock exchanges will submit and disclose annual reports.
Annual report, concluded in the first half of each fiscal year, on the end of the first half of each fiscal year
Report to the dispatched branch of the China Securities Regulatory Commission within 2 months from the date of termination of the application.
Institutions and stock exchanges file and disclose interim reports. Stock exchanges file and disclose interim reports.
tell.
The above-mentioned annual reports and interim reports are prepared in accordance with the following
The above annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and
Prepared in accordance with relevant laws, administrative regulations, provisions of the China Securities Regulatory Commission and stock exchanges.
Prepared in accordance with the regulations of the stock exchange.
Article 160: The Company shall maintain no separate accounting books except the statutory accounting books. Article 164: The Company shall not maintain separate accounting books except the statutory accounting books. In addition to the company's accounting books, no separate accounting books will be maintained. The company's assets will not be deposited in accounts in the name of any individual, nor will they be stored in accounts in the name of any individual. Store.
Article 165
Article 161
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The shareholders' meeting violates the "Company Law" to the shareholders. The shareholders' meeting violates the provisions of the preceding paragraph and in the company
If profits are distributed, shareholders shall distribute to shareholders in violation of regulations to make up for losses and withdraw statutory reserve funds.
Return the profits to the company; if it causes losses to the company and distributes profits, the shareholders must report the violation
, the profits distributed by shareholders and responsible directors and senior managers will be returned to the company.
The management personnel shall bear the liability for compensation.
Article 166 The company’s provident fund is used for
Article 162 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or increase the company's capital. The reserve fund may be used to increase the company's capital. However, to make up for the company's losses, the discretionary reserve fund and the legal reserve fund will not be used to make up for the company's losses. fixed provident fund; if it still cannot be made up, it can be made up according to
When the statutory public reserve fund is converted into capital, the remaining capital reserve fund shall be used.
The statutory reserve fund will be converted into an increase of 25% of the registered capital of the company before the increase. At that time, the retained provident fund will be no less than the transfer
Increase 25% of the company's registered capital.
Article 167 The company’s shareholders’ meeting is beneficial to
Article 163: After the company's shareholders' meeting makes a resolution on the profit distribution plan, or after the company's directors make a resolution on the profit distribution plan, the company's board of directors must complete the specific plan for the distribution of dividends (or shares) within 2 months after the shareholders' meeting, formulating the conditions and upper limits for mid-year dividends based on the next meeting that is reviewed and approved by the annual shareholders' meeting. After that, the distribution of dividends (or shares) must be completed within 2 months.
Article 164 The Company’s Profit Distribution Article 168 The Company’s profit distribution policy and its formulation, modification and implementation shall comply with the following provisions:
(1) Profit distribution policy (1) Profit distribution policy
The company implements a sustained and stable profit distribution policy. The company's profit distribution should pay attention to the investment policy. The company's profit distribution should pay attention to the reasonable investment return to investors and take into account the company's sustainable development. Combined with the company's profitability and the actual needs of the future development strategy of the business, establish a sustainable and stable return mechanism for investors, and maintain A sustained and stable return mechanism for investors, maintaining the consistency, rationality and stability of profit distribution policies. The company’s board of directors, board of supervisors and shareholders are determined. The company's board of directors and shareholders will fully consider the opinions of independent directors and public investors in the decision-making and demonstration process of the profit distribution policy.
Opinion. …
…… (2) Formulation and revision of profit distribution policy (2) Formulation and revision of profit distribution policy The formulation and revision of the company’s profit distribution policy is made by
The formulation and modification of the company's profit distribution policy shall be proposed by the company's board of directors to the company's shareholders' meeting. The profit distribution policy proposed by the board of directors shall be approved by a majority vote of the board of directors and by a majority vote of more than half of the independent directors.
After voting, the independent directors shall express independent opinions on the formulation or modification of specific plans and policies for cash dividends in the opinion of the independent directors. May damage the rights and interests of listed companies or small and medium-sized shareholders
The company's board of supervisors shall have the right to express independent opinions on matters formulated and formulated by the board of directors. The board of directors reviewed the independently revised profit distribution policy, and if the opinions of the independent directors were not adopted or were not fully adopted, it was voted by more than half of the supervisors. If the decision is made, the opinions of independent directors and the specific reasons for not adopting them shall be recorded in the board resolution and disclosed.
The formulation and modification of the company's profit distribution policy need to be disclosed.
Submission to the company's shareholders' meeting for review shall be approved by 2/3 of the voting rights held by shareholders present at the board of directors' execution of the shareholders' meeting. The cash dividend policy and shareholder return plan shall be approved. The opinions expressed by independent directors on the formulation or modification of the profit distribution policy, whether it implements the corresponding decision-making procedures and information disclosure, etc., shall be regarded as public information. The Audit Committee found that the Board of Directors failed to strictly formulate profit distribution policies and submit amendments to the cash dividend policy and shareholder return regulations to the general meeting of shareholders. If a company's public issuance and listing plan fails to strictly implement the corresponding decision-making procedures or fails to subsequently modify the profit distribution policy, it should be approved by the shareholders' meeting and the corresponding information disclosure meeting shall be true, accurate and complete and approved by the society attending the shareholders' meeting: it shall be urged to make timely corrections.
Approved by more than half of the voting rights held by public shareholders. …
... The formulation and modification of the company's profit distribution policy requires the company's board of directors to submit it to the company's shareholders' meeting for review based on the company's funds. The company should be proposed to make an interim cash distribution or dividend distribution by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting. The board of directors has approved the profit distribution plan.
The retained undistributed profits should be used according to the plan...
Explain and the independent directors express independent opinions. The company's board of directors may propose an interim cash distribution or dividend distribution to the company based on the company's capital... demand situation. The board of directors shall explain the use plan of the retained undistributed profits in the profit distribution plan.
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(5) No profit distribution is required
If the company's audit report for the most recent year contains a non-unqualified opinion or an unqualified opinion with a paragraph on major uncertainties related to continuing operations, the company's asset-liability ratio is higher than 70% at the end of the previous year, or the company's operating cash flow was negative in the previous year, no profit distribution is required.
Article 169 The company shall conduct internal audit
Article 165 The company shall implement an internal audit system, clarify the leadership structure of the internal audit work, and equip full-time auditors to conduct internal audit supervision, application of audit results, and accountability for the company structure, responsibilities and authorities, staffing, funds, financial revenue and expenditure, and economic activities.
Governor. The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.
Article 166 The Company’s Internal Audit System
The degree and responsibilities of auditors shall be reviewed by the board of directors
Implemented after approval. The person in charge of the audit is responsible to the board of directors
Responsible and report work.
Article 170 The company's internal audit institution shall supervise and inspect the company's business activities, risk management, internal control, financial information and other matters.
Article 171 The internal audit institution is responsible to the board of directors. The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. New provisions for the internal audit institution: If relevant major issues or clues are found, they should be reported directly to the audit committee immediately.
Article 172 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.
Article 173 Audit Committee Attendance at the Meeting
When communicating with external audit units such as accounting firms and national audit institutions, internal audit institutions should actively cooperate and provide necessary support and collaboration.
Article 174 The Audit Committee shall participate in the assessment of the person in charge of internal audit.
Article 168 The Company's Employment of Accountants Article 176 The Company's employment and dismissal of accounting firms must be decided by the shareholders' meeting, and the board of directors' accounting firm must be decided by the shareholders' meeting. The directors shall not appoint an accounting firm before the shareholders' meeting decides. The board of directors shall not appoint an accounting firm before the shareholders' meeting decides. Office.
Article 176 The company convenes a board of supervisors meeting
Notice of meeting shall be sent by person, email, fax
True and announced.
Article 178 Failure to send a meeting notice due to accidental omission Article 185 If a meeting notice is not sent to a person who has the right to be notified or such person does not receive a meeting notice due to an accidental omission, the meeting and the resolutions passed at the meeting will not be invalid. The resolutions passed at the meeting are not invalid for this reason alone.
Article 188 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, unless otherwise provided in these articles of association.
If a company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.
Article 181 When a company merges, all parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall prepare its own balance sheet and property list. The company shall notify creditors and shareholders within 10 days from the date of making the resolution to merge and merge, and shall make an announcement within 30 days on the media or website designated by the China Securities Regulatory Commission or Shenzhen Stock Exchange. The information disclosure system shall be announced on the media designated by the Exchange or the national corporate credit creditors within 30 days from the date of receipt of the notice. The creditor may require the company to pay off its debts or provide corresponding guarantees within 45 days from the date of the announcement. repay debts or provide corresponding guarantees.
Article 191 When a company is divided, its financial
Article 183 When a company is divided, its financial
The output is divided accordingly.
The output is divided accordingly.
When a company is divided, a balance sheet should be prepared. When a company is divided, a balance sheet should be prepared.
and property inventory. The company shall make its own resolution of division and property list. The company should make its own decision to separate
The creditors shall be notified within 10 days from the date of the resolution, and the creditors shall be notified within 10 days from the date of the resolution, and the creditors shall be notified within 30 days from the date of the resolution.
China Securities Regulatory Commission or Shenzhen Stock Exchange on the day Within the China Securities Regulatory Commission or Shenzhen Stock Exchange on the day
It shall be announced in the designated media or on the media or website designated by the National Enterprise Credit Information Office.
Display system announcement.
Article 185 When the company needs to reduce its registered capital, it must prepare a balance sheet and a property list. Product list.
The company shall notify its creditors within 10 days from the date it makes the resolution to reduce its registered capital, and shall make an announcement within 30 days on the media or website designated by the China Securities Regulatory Commission or Shenzhen Stock Exchange. If the creditor fails to receive a notification within 30 days from the date of notification of the release of credit information on designated media or the national enterprise credit information, the creditor shall notify the system of the announcement. The creditor shall have the right to request the company to pay off its debts or provide corresponding guarantees within 30 days from the date of announcement if the creditor receives the notice within 45 days from the date of announcement. Within 45 days from the date of payment, the company has the right to require the company to pay off its debts
The company's registered capital after the capital reduction will not be less than the company's debt or provide corresponding guarantees.
Legal minimum. The company's registered capital after capital reduction will not be less than the legal minimum.
Article 198
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Article 187
(5) Serious difficulties occur in the company’s operation and management...
Difficult, continued existence will seriously affect the interests of shareholders
(5) Serious difficulties occur in the company’s operation and management
The loss cannot be solved through other means, is difficult to sustain, and will cause significant damage to the interests of shareholders.
Shareholders with more than 10% of the company’s voting rights may claim losses that cannot be resolved through other means.
Ask the People's Court to dissolve the company.
Shares with more than 10% of the voting rights of all shareholders of the company
If a company encounters the reasons for dissolution specified in the preceding paragraph, it may request the People's Court to dissolve the company.
The reasons for dissolution shall be publicized through the national enterprise credit information publicity system within ten days.
Article 199 The company shall have the Articles of Association
Article 188 If a company falls under the circumstances specified in Items (1) and (2) of Article 199 of these Articles of Association, it may continue to exist by amending these Articles of Association if it has not yet distributed property to its shareholders. Existed by amending the Articles of Association or by resolution of the shareholders' meeting
Modification of this Articles of Association in accordance with the provisions of the preceding paragraph shall be continued.
The voting rights held by the shareholders attending the general meeting of shareholders are to amend the Articles of Association in accordance with the provisions of the preceding paragraph or be passed by more than 2/3 of the shareholders. A resolution must be passed by more than 2/3 of the voting rights held by shareholders attending the meeting.
Article 189 If the company is dissolved due to the provisions of Article 200 (1) and (2) of Article 19187, Article 19 (1) and (2), (4) (4) and (5) of this Article of Association, the liquidation shall be settled within 15 days from the date when the cause for dissolution arises. Directors are the liquidation obligors of the company and should set up a liquidation committee to start liquidation. The liquidation team shall be composed of persons who shall be established within 15 days from the date of occurrence of the reasons for the dissolution of directors or determined by the general meeting of shareholders. The overdue group will be liquidated. The liquidation group shall be composed of persons determined by the creditors if the directors or shareholders do not establish a liquidation group for liquidation. If the liquidation obligor fails to apply to the people's court to designate relevant personnel to complete the liquidation in time, the liquidation obligation shall be submitted to the company or creditors' liquidation group for liquidation. Those who cause losses shall bear liability for compensation.
Article 190 Article 201
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(6) Dispose of the remaining property after the company has paid off its debts; (6) Distribute the remaining property after the company has paid off its debts; Property;
Article 191 The liquidation team shall be self-contained. Article 202 The liquidation team shall notify creditors within 10 days from the date of its establishment and make an announcement within 60 days on the media designated by the China Securities Regulatory Commission or Shenzhen Stock Exchange. Creditors shall make a system announcement within 30 days from the date of receipt of the notice of public disclosure of corporate credit information in designated media or the national enterprise if the notice is not received. Creditors shall report their claims to the liquidation committee within 45 days from the date of announcement and within 30 days from the date of application to the liquidation committee upon receipt of the notice; if they have not received the notice, they shall declare their claims to the public. Declares its claims to the liquidation team within 45 days from the date of notification.
Article 192 Article 203
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During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation. Company property carries out business activities unrelated to liquidation. The company's property will not be distributed to shareholders until it is paid off in accordance with the provisions of the preceding paragraph. to shareholders.
Article 193: After the liquidation team liquidates the company, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law. An application for bankruptcy liquidation should be made to the People's Court in accordance with the law.
The company is declared bankrupt by the people's court. After the people's court accepts the application for declaration, the liquidation team shall hand over the liquidation affairs to the people's court designated by the people's court. Appointed bankruptcy administrator.
Article 194 Completion of liquidation of the company
Article 205 After the liquidation of the company is completed, the liquidation team shall prepare a liquidation report and declare shares
The liquidation team shall prepare a liquidation report, submit it to the general meeting of shareholders or the people's court for confirmation, and submit it to the public
Or the people's court confirms it and submits it to the registration authority of the company registration department to apply for cancellation of company registration.
authorities, apply for deregistration of the company.
Sue the company for termination.
Article 195 Members of the liquidation committee shall
Be loyal to your duties and perform liquidation obligations in accordance with the law. Article 206 Members of the liquidation committee shall perform the liquidation
Members of the liquidation team shall not take advantage of their authority to accept bribes or settle their duties, and shall have the duty of loyalty and diligence. Any members of the liquidation team who fail to perform their liquidation duties or property shall not misappropriate bribes or other illegal income. If it causes losses to the company, it shall be liable for compensation.
If a member of the liquidation committee causes losses to the company or creditors due to intentional or gross negligence, he or she shall be liable for compensation if the loss is caused.
bear liability for compensation.
Article 197 The Company, Shareholders, and Directors Article 208 Disputes between the Company, shareholders, directors, supervisors, and senior managers involving the Articles of Association and senior managers shall be resolved through consultation first. consensus decision. If the negotiation fails, it shall be submitted to the Xinxiang Arbitration Commission for resolution. Decide.
Article 202 (1) Controlling shareholders, Article 213 (1) Controlling shareholders refer to shareholders whose shares account for 50% of the total share capital of the company, and refer to shareholders whose shares account for more than the total share capital of the company; shareholders who hold less than 50% of the total share capital; or shareholders who hold more than 50% of the shares, but do not exceed the rights they enjoy according to the shares they hold. 50%, but the voting rights of the shares held by them are sufficient to have a significant influence on the resolutions of the shareholders' meeting. Shareholders who have a significant impact on the resolution.
(2) Actual controller refers to a person who, although not a shareholder of the company, is able to actually control other arrangements of the company's actors and can actually control the company's behavior through investment relationships, agreements or other arrangements. natural person, legal person or other organization.
(3) Related relationships refer to the controlling shares of the company. (3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, supervisors, senior shareholders, actual controllers, directors, senior managers and their directly or indirectly controlled enterprises and their directly or indirectly controlled enterprises, as well as relationships that may lead to the company’s interests, and other relationships that may lead to the transfer of the company’s interests. However, the state holds other relationships. However, the enterprises of state-controlled enterprises are related to each other not only because they are controlled by the state. relationship.
For details of the revised Articles of Association, please refer to the company's publication on the cninfo.com on the same day as this announcement.
(http://www.cninfo.com.cn) The full text of relevant systems.
Announcement is hereby made.
Tuoxin Pharmaceutical Group Co., Ltd.
board of directors
August 27, 2025