Articles of association play a vital role in the company's operation and are the soul of the company.
Amendment to the Articles of Association of One-person Company Fan XX Co., Ltd. held a shareholders' meeting on, and decided to change the company (registered items) and (registered items) and make the following amendments to the Articles of Association:
1. Article _ _ _ was originally:? _____________? .
Now it is revised as:? _____________? .
2. Article _ _ _ was originally:? _____________? .
Now it is revised as:? _____________? .
(Seal or signature of shareholders)
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
note:
1. This mode is applicable to the change registration of limited companies (not wholly state-owned). If the change of registered items involves the amendment of the articles of association, the amendment of the articles of association shall be submitted, and the matters not involved need not be submitted; If there are many matters or contents involved, the full text of the newly revised articles of association signed by shareholders may be submitted;
2、? Registration project? Refers to the matters specified in Article 9 of the Regulations on the Administration of Company Registration, such as business scope;
3. Complete the content of the whole article before and after revision, and don't just extract part of the article;
4. If the shareholder is a natural person, it shall be signed by himself; If the shareholder is a legal person, it shall be signed by its legal representative, and the unit seal shall be affixed to the signature; The signature cannot be replaced by a private seal or signature seal, but should be signed with a pen or ink pen, and it is not allowed to sign on paper separate from the text;
5. If the capital contribution is transferred to the changing shareholder, it shall be sealed or signed by the shareholder who holds the equity after the change;
6. After signing the document, it shall be submitted to the registration authority within the prescribed validity period (within 30 days after changing the name, legal representative and business scope, within 30 days after changing the domicile and moving into a new domicile, within 30 days after the capital increase is paid in full, within 30 days after the shareholder changes to a shareholder, and within 90 days after the capital reduction, merger and division). Overdue is invalid.
Amendment to the Articles of Association of a One-Member Company (II) According to the regulations of the China Securities Regulatory Commission and the actual situation of the company, it is proposed to make the following amendments to the relevant articles of the Articles of Association:
(1) Article 21 of Section 1 of Chapter III of the original Articles of Association is amended as:
? The capital structure of the company is: common stock185,710,578 shares, of which the promoters hold 76 shares,1/kloc-0,8,224 shares, accounting for 40% and 99% of the total shares respectively; The number of social legal person shares is 26,099,382, accounting for 65,438+04.05% of the total shares; There are 83,438,855 public shares, accounting for 44% and 96% of the total shares respectively. ?
(II) Item (6) of Article 35 in Section 1 of Chapter 4 of the original Articles of Association is amended as:
? 2. Have the right to consult and copy after paying a reasonable fee:
(1) My shareholding information;
(2) Minutes of the shareholders' meeting;
(3) quarterly report, interim report and annual report.
(4) The total share capital and share capital structure of the company. ?
(3) Article 37 in Section 1 of Chapter 4 of the original Articles of Association is added as follows:
? Directors, supervisors and managers who violate laws, administrative regulations or the articles of association when performing their duties in the company and cause damage to the company shall be liable for compensation. Shareholders have the right to ask the company to file a compensation lawsuit according to law. ?
(IV) Article 40 of Section 1 of Chapter 4 of the original Articles of Association is amended as:
? When the controlling shareholder and actual controller of the company exercise their voting rights, they shall not make decisions that are detrimental to the legitimate rights and interests of the company and other shareholders. ?
(5) Article 43 of Section 2 of Chapter 4 of the original Articles of Association is amended as:
? Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual meeting of shareholders shall be held at least once a year and within six months after the end of the previous fiscal year. If the company fails to hold the annual general meeting of shareholders within the above-mentioned time limit, it shall report to the stock exchange, explain the reasons and make an announcement. ?
(VI) The following contents are added to Article 48 in Section 2 of Chapter IV of the original Articles of Association:
? (VII) If the company holds a shareholders' meeting and provides shareholders with an online voting system for the shareholders' meeting, it shall clearly state the holding time, voting procedures and matters to be considered in the notice of the shareholders' meeting. ?
(VII) The following contents are added to Article 49 in Section 2 of Chapter IV of the original Articles of Association:
? Eligible board of directors, independent directors and shareholders may solicit their voting rights at the shareholders' meeting from the shareholders of the company. The solicitation of voting rights shall be conducted free of charge, and the information shall be fully disclosed to the solicited party? .
(8) Article 54 of Section 2 of Chapter 4 of the original Articles of Association is amended as:
Shareholders who individually or collectively hold more than 10% of the total voting rights of the company (hereinafter referred to as? Propose shareholders? ) or when the Board of Supervisors proposes that the Board of Directors convene an extraordinary general meeting of shareholders, the following procedures shall be followed:
(1) The meeting topics and proposals with complete contents shall be submitted to the board of directors in writing. The written proposal shall be reported to the local agency of China Securities Regulatory Commission and the stock exchange for the record. The proposing shareholders or the board of supervisors shall ensure that the contents of the proposal comply with the provisions of laws, regulations and the articles of association.
(II) The board of directors shall issue a notice of convening a general meeting of shareholders within 15 days after receiving the written proposal of the board of supervisors, and the convening procedure shall comply with the relevant provisions of the Articles of Association.
(3) The board of directors shall decide whether to convene a general meeting of shareholders according to laws, regulations and the articles of association. The resolution of the board of directors shall be fed back to the proposer shareholders within 15 days after receiving the above written proposal, and reported to the local agency of China Securities Regulatory Commission and the stock exchange.
(4) If the board of directors makes a decision to agree to convene a shareholders' meeting, it shall issue a notice of convening the shareholders' meeting, and the changes in the original proposal in the notice shall be approved by the shareholders who proposed it. After the notice is issued, the board of directors shall not put forward a new proposal, and shall not change or postpone the time of convening the shareholders' meeting without the consent of the shareholders who proposed it.
(5) If the board of directors thinks that the proposal of the proposed shareholders violates laws, regulations and the articles of association, it shall make a decision not to agree to convene the shareholders' meeting and notify the proposed shareholders of the feedback. It is proposed that the shareholders may decide to abandon the convening of the EGM within 15 days from the date of receiving the notice, or issue the notice of convening the EGM by themselves.
If the proposed shareholders decide not to convene an extraordinary shareholders' meeting, they shall report to the local dispatched office of China Securities Regulatory Commission and the stock exchange.
(VI) If it is proposed that shareholders decide to convene an extraordinary shareholders' meeting on their own, they shall notify the board of directors in writing and issue a notice of convening the extraordinary shareholders' meeting after reporting to the agency of China Securities Regulatory Commission and the stock exchange where the company is located for the record. The contents of the notice shall meet the following requirements:
1. No new content shall be added to the proposal, otherwise the proposed shareholders shall resubmit the request for convening the shareholders' meeting to the board of directors in accordance with the above procedures;
2. The meeting place shall be the location of the company.
(VII) The board of directors and the secretary of the board of directors shall earnestly perform their duties for the proposed extraordinary shareholders' meeting. The board of directors shall ensure the normal order of the meeting, and the reasonable expenses of the meeting expenses shall be borne by the company. The procedure for convening a meeting shall meet the following requirements:
1. The meeting shall be convened by the board of directors, and the secretary of the board of directors must attend, and the directors and supervisors shall attend; The chairman is in charge of the meeting. When the chairman is unable to perform his duties due to special reasons, other directors designated by the chairman shall preside over the meeting.
2. The board of directors shall, according to the articles of association, hire a lawyer with securities practice qualification to give legal opinions; 3. The convening procedure shall comply with the relevant provisions of the Articles of Association.
(8) If the board of directors fails to designate a director to preside over the shareholders' meeting, it shall be presided over by the proposed shareholder after being reported to the local China Securities Regulatory Commission for the record; In accordance with Article 58 of the Articles of Association, the proposed shareholders employ lawyers with securities practice qualifications to give legal opinions, and the lawyer fees shall be borne by the proposed shareholders themselves; The secretary of the board of directors shall earnestly perform his duties, and the convening procedure shall comply with the relevant provisions of the Articles of Association.
(9) Article 57 of Section III of Chapter IV of the original Articles of Association is amended as:
? At the annual general meeting of shareholders, shareholders who individually or collectively hold more than 5% of the total voting rights of the company or the board of supervisors may put forward interim proposals.
If the interim proposal is a new item not listed in the notice of the board meeting, and these items are listed in Article 45 of the Articles of Association, the promoters shall submit the proposal to the board of directors ten days before the shareholders' meeting, and the board of directors will make an announcement after deliberation.
When the largest shareholder puts forward a new distribution proposal, it shall submit it to the board of directors ten days before the annual general meeting of shareholders, and the board of directors shall make an announcement. If it is less than ten days, the largest shareholder may not put forward a new distribution proposal at this annual general meeting.
Other proposals can be submitted to the board of directors in advance and announced by the board of directors, or directly put forward at the annual general meeting of shareholders. ?
(X) The following contents are added to Article 62 in Section 4 of Chapter 4 of the original Articles of Association:
? In the process of electing directors (including independent directors) and supervisors (supervisors who are not employee representatives) at the shareholders' meeting, the cumulative voting system is adopted. Under the cumulative voting system, independent directors should be elected separately from other members of the board of directors. ?
(1 1) Two articles were added to Article 65 in Chapter IV of the original Articles of Association, and the following articles of the original Articles of Association were postponed, with the contents of the added articles as follows:
Article 66 The following matters shall be approved by the shareholders' meeting of the company and passed by more than half of the voting rights of the shareholders holding public shares before implementation or application:
(1) The company publicly issues new shares (including warrants for overseas listed foreign-funded shares or other shares), issues convertible corporate bonds, and allots shares to the original shareholders (except that the controlling shareholder promises to subscribe in full in cash before the meeting);
(2) Major asset reorganization of the company, where the premium of the total price of purchased assets to the audited book value of purchased assets reaches or exceeds 20%;
(3) The shareholders of the company pay off their debts to the company with the company shares they hold;
(4) Overseas listing of subsidiaries that have a significant impact on the company;
(5) Matters related to the interests of shareholders of public shares that have a significant impact on the company's development.
Where the company holds a general meeting of shareholders to consider the above matters, it shall provide a voting platform for shareholders in the form of network.
If the shareholders' meeting of the company adopts online voting, it shall be handled in accordance with the relevant regulations of China Securities Regulatory Commission, Stock Exchange and China Securities Depository and Clearing Co., Ltd.
Article 67 The company shall, on the premise of ensuring the legality and validity of the shareholders' meeting, expand the proportion of shareholders of public shares participating in the shareholders' meeting through various ways and means, including providing online voting platforms and other modern information technology means.
(12) Article 68 of Section 4 of Chapter 4 of the original Articles of Association is amended as:
The shareholders' meeting shall vote by secret ballot. If the proposal of the shareholders' meeting needs to be passed by the shareholders of public shares at the same time according to the relevant regulations, the company shall provide online voting system for shareholders in addition to on-site meeting voting. All shareholders registered on the registration date of the shareholders' meeting have the right to exercise their voting rights through the online voting system of the shareholders' meeting, but only one voting method can be selected for the same share. If the same share votes repeatedly on the spot and online, the spot voting shall prevail.
(XIII) Article 69 of Section 4 of Chapter 4 of the original Articles of Association is amended as:
At least two shareholders' representatives and one supervisor shall participate in the vote counting at each deliberation. Where the company provides online voting, the number of votes exercised by shareholders or their entrusted agents through the online voting system of the shareholders' meeting shall be included in the total voting rights of this shareholders' meeting together with the number of votes cast on the spot, and the voting results of the on-site voting and online voting shall be calculated for each proposal. In case of the circumstances specified in Article 76 of the Articles of Association, the total voting rights and voting results of shareholders of public shares shall be counted separately. The voting results will be announced on the spot by the enumerator's representative.
(XIV) Article 70 of Section 4 of Chapter 4 of the original Articles of Association is amended as:
The moderator of the meeting decides whether the resolution of the shareholders' meeting is passed according to the voting result, and announces the voting result at the meeting. The voting result of the resolution is recorded in the minutes of the meeting. Before the voting results are officially announced, the network service providers, companies and their major shareholders who vote online at the shareholders' meeting have the obligation to keep the voting confidential.
It is suggested that the shareholders' meeting authorize the board of directors to amend the articles of association.
The above amendments to the Articles of Association are submitted to the shareholders' meeting for deliberation and decision by all directors.
;