Short title:WaZhou B Code:200706 No.: 2022-27
Wafangdian Bearing Company Limited
Announcement on Amending the Articles of Association and
its Annexes
The Company and all members of the BOD guarantee the truthfulness, accuracy and
completeness of the information disclosed and that there are no false records, misleading
statements or material omissions.
Wafangdian Bearing Company Limited (hereinafter referred to as “the company”) held the second
meeting of the ninth board of directors and the second meeting of the ninth board of supervisors on
August 19, 2022, and reviewed and approved the Proposal on Amending the Articles of Association and
its Annexes and On Revising the Rules of Procedure for the Board of Supervisors. In accordance with
the Company Law of the People's Republic of China, Securities Law of the People's Republic of China,
Guidelines for the Articles of Association of Listed Companies (2022 Revision), Stock Listing Rules of
Shenzhen Stock Exchange (2022 Revision), Self-Regulation Supervision Guidelines for Listing
Companies of Shenzhen Stock Exchange No. 1 - Standardized Operations of Main Board Listed
Companies and other laws, regulations and normative documents, combined with the company's actual
situation, the company plans to amend the Articles of Association and some of its annexes. The details
are as follows:
I. Contents before and after the amendment of the Articles of Association
Original Articles Amended Articles
Article 2 The Company is a company limited by Article 2 The Company is a company limited by
shares incorporated in accordance with the shares incorporated in accordance with the
Company Law and other relevant regulations Company Law and other relevant regulations
(hereinafter referred to as "the company"). (hereinafter referred to as "the company").
…Registered with the Dalian Administration for …Registered with the Dalian Administration for
Industry and Commerce, Liaoning Province, Market Regulation, Liaoning Province, China, and
China, and obtained the business license of an obtained the business license of an enterprise legal
enterprise legal person with a unified social credit person with a unified social credit code of
code of "912102002423997128". "912102002423997128".
Article 7 The term of operation of the company Article 7 The term of operation of the company is
is 30 years. from March 20, 1997 to March 20, 2037.
Article 12 The company establishes the organization
Article 12 In accordance with the provisions of of the Communist Party of China, and carry out
the Articles of the Communist Party of China, the party activities in accordance with the provisions of
company establishes the organization of the the Articles of the Communist Party of China. The
Communist Party of China, and the company's company provides the necessary conditions for the
party committee plays a leading role. activities of the party organization, and the
company’s party committee plays a leading role.
Article 13 The company's business purpose is to
Article 13 The company's business purpose is to
create value-added services for users, create market
provide users with value-added services; create
value for enterprises, create a happy life for
value returns for shareholders; create a happy life
employees, and create high-quality returns for
for employees.
shareholders.
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Short title:WaZhou B Code:200706 No.: 2022-27
Article 28 The company does not accept the Article 28 The company does not accept the
Company's stock as the subject of the pledge. Company's stock as the subject of the pledge.
Article 41 The shareholders meeting is the
Article 41 The shareholders meeting is the
authority of the company, and exercises the
authority of the company, and exercises the
following functions and powers in accordance with
following functions and powers in accordance
the law:
with the law:
......
......
(15) to review the stock incentive plans and the
(15) to review the stock incentive plans;
employee stock ownership plans;
......
......
Article 42 The following external guarantees of
the company must be reviewed and approved by the
Article 42 The following external guarantees of
shareholders meeting:
the company must be reviewed and approved by
(1) guarantees provided after the total amount of
the shareholders meeting:
external guarantees of the Company and its
(1) guarantees provided after the total amount of
controlled subsidiaries exceeds 50% of the audited
external guarantees of the Company and its
net assets for the latest period;
controlled subsidiaries reaches or exceeds 50% of
(2) guarantees provided after the total amount of
the latest audited net assets for the latest period;
external guarantees of the company exceeds 30% of
(2) guarantees provided after the total amount of
the audited net assets for the latest period;
external guarantees of the company reaches or
(3) guarantees when the amount guaranteed by
exceeds 30% of the audited net assets for the
the company within one year exceeds 30% of the
latest period;
company's total audited assets in the latest
......
period;
......
Article 45 The place where the Company
Article 45 The place where the Company
convenes the shareholders meeting is the domicile of
convenes the shareholders meeting is the domicile
the Company or other places as specified in the
of the Company.
notice of the meeting.
......
......
Article 49 ......
Article 49 ......
If the board of directors agrees to convene an
If the board of directors agrees to convene an
extraordinary general meeting, it shall issue a
extraordinary general meeting, it shall issue a notice
notice of convening the general meeting within 5
of convening the general meeting within 5 days after
days after making the board resolutions. Any
making the board resolutions. Any changes to the
changes to the original proposal in the notice
original request in the notice shall be subject to the
shall be subject to the consent of the relevant
consent of the relevant shareholders.
shareholders.
…
…
Article 50 If the board of supervisors or
Article 50 If the board of supervisors or
shareholders decide to convene a shareholders
shareholders decide to convene a shareholders
meeting on their own, they must notify the board
meeting on their own, they must notify the board of
of directors in writing and file with the agency of
directors in writing and file with the stock exchange.
the CSRC at the location of the company and the
stock exchange.
Before the announcement of the resolutions of the
Before the announcement of the resolutions of the
shareholders meeting, the shareholding ratio of the
shareholders meeting, the shareholding ratio of
shareholders convening the meeting shall not be less
the shareholders convening the meeting shall not
than 10%.
be less than 10%.
The board of supervisors or the shareholders
The shareholders convening the meeting shall
convening the meeting shall submit relevant
submit relevant certification materials to the
certification materials to the stock exchange when
agency of the CSRC at the location of the
issuing the notice of convening the shareholders
company and the stock exchange when issuing
meeting and the announcement of the resolutions of
the notice of convening the shareholders meeting
the shareholders meeting.
and the announcement of the resolutions of the
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Short title:WaZhou B Code:200706 No.: 2022-27
shareholders meeting.
Article 51 The board of directors and the Article 51 The board of directors and the secretary
secretary of the board shall cooperate with the of the board shall cooperate with the shareholders
shareholders meeting convened by the board of meeting convened by the board of supervisors or
supervisors or the shareholders themselves. The the shareholders themselves. The board of directors
board of directors should provide the register of shall provide the register of shareholders on the date
shareholders on the date of record. of record.
Article 56 The notice of the shareholders
meeting shall include the following contents:
(1) the time, place and duration of the meeting;
Article 56 The notice of the shareholders meeting
(2) matters and proposals to be submitted to the
shall include the following contents:
meeting for deliberation;
…
(3) to explain in clear text: all shareholders have
(6) voting time and voting procedures by Internet
the right to attend the shareholders meeting, and
or other means
may entrust proxies in writing to attend the
meeting and vote, and the shareholder's proxy
The interval between the date of record and the
does not have to be a shareholder of the company;
meeting date shall be no less than 2 working days
(4) the date of record of the shareholders entitled
and no more than 7 working days. The date of
to attend the shareholders meeting;
record shall not be changed once it is confirmed.
(5) name and phone number of permanent contact
person for meeting affairs
Article 60 All shareholders or their proxies Article 60 All common shareholders (including
registered on the date of record shall have the preferred shareholders whose voting rights have
right to attend the shareholders meeting, and been resumed) or their proxies registered on the date
exercise voting rights in accordance with relevant of record shall have the right to attend the
laws, regulations and the Articles of Association. shareholders meeting, and exercise voting rights in
accordance with relevant laws, regulations and the
Articles of Association.
Shareholders may attend the shareholders Shareholders may attend the shareholders meeting in
meeting in person or entrust proxies to attend and person or entrust proxies to attend and vote on their
vote on their behalf. behalf.
Article 78 The following matters shall be Article 78 The following matters shall be
approved by special resolutions of the approved by special resolutions of the shareholders
shareholders meeting: meeting:
......
......
(2) division, merger, dissolution and liquidation (2) division, split, merger, dissolution and
of the company; liquidation of the company;
...... ......
Article 79 ...... Article 79 ......
The company's board of directors, independent
directors and shareholders who meet the relevant Where a shareholder buys the voting shares of the
requirements may publicly solicit shareholders' company in violation of the provisions of items 1
voting rights. The solicitation of shareholders' and 2 of Article 63 of the Securities Law, the shares
voting rights shall fully disclose the specific exceeding the prescribed proportion shall not
voting intention and other information to the exercise voting rights within 36 months after the
solicitee. It is prohibited to solicit shareholders' purchase, and it is not included in the total number
voting rights in a paid or disguised form. The of shares with voting rights present at the
company shall not propose a minimum shareholders meeting.
shareholding ratio for the solicitation of voting The company's board of directors, independent
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Short title:WaZhou B Code:200706 No.: 2022-27
rights. directors, shareholders holding more than 1% of the
voting shares, or investor protection institutions
established in accordance with laws, administrative
regulations or the provisions of the China Securities
Regulatory Commission may publicly solicit the
shareholders' voting rights. The solicitation of
shareholders' voting rights shall fully disclose the
specific voting intention and other information to the
solicitee. It is prohibited to solicit shareholders'
voting rights in a paid or disguised form. Except for
statutory conditions, the company shall not propose
a minimum shareholding ratio for the solicitation of
voting rights.
Article 81 The company shall, on the premise of
ensuring the legality and effectiveness of the
general meeting, give priority to providing
Delete, the articles of subsequent chapters and the
modern information technology means such as
serial numbers of the articles cited in the text will be
online voting platforms through various methods
extended accordingly.
and channels, so as to provide convenience for
shareholders to participate in the shareholders’
meeting.
Article 88 Before voting on a proposal at the Article 88 Before voting on a proposal at the
shareholders’ meeting, two shareholder shareholders’ meeting, two shareholder
representatives shall be elected to participate in representatives shall be elected to participate in the
the counting and scrutiny of votes. Where the counting and scrutiny of votes. Where the matter to
matter to be reviewed is of interests to the be reviewed is related to the shareholders, the
shareholders, the relevant shareholders and their relevant shareholders and their proxies shall not
proxies shall not participate in the counting or participate in the counting or scrutiny of votes.
scrutiny of votes.
...... ......
Article 96 A director of the company who is a
Article 96 A director of the company who is a
natural person cannot hold the position of
natural person cannot hold the position of director
director of the company under any of the
of the company under any of the following
following circumstances:
circumstances:
…
…
(6) a person who was punished by being banned
(6) a person who was banned from entering the
from entering the securities market by the China
securities market by the China Securities Regulatory
Securities Regulatory Commission, and the time
Commission, and the time limit has not expired;
limit has not expired;
......
......
Article 104 Independent directors shall comply
Article 105 Independent directors shall comply
with laws, administrative regulations, and relevant
with laws, administrative regulations and relevant
provisions of the China Securities Regulatory
provisions of departmental rules.
Commission and the stock exchange.
Article 106 The board of directors shall be
Article 107 The board of directors shall be
composed of 12 directors, including 4 independent
composed of 12 directors.
directors.
Article 108 The board of directors shall exercise Article 108 The board of directors shall exercise
the following functions and powers: the following functions and powers:
… …
(8) to decide on the company's external (8) to decide on the acquisition of the company's
investment, acquisitions and sales of assets, shares due to the circumstances specified in items
mortgage of assets, external guarantees, entrusted (3), (5) and (6) of Article 24 of the Articles of
wealth management, related transactions and Association;
other matters within the scope of the (9) to decide on the company's external investment,
authorization of the shareholders’ meeting; acquisitions and sales of assets, mortgage of assets,
(9) to decide on the establishment of the internal external guarantees, entrusted wealth management,
management organizations of company; related transactions, donations and other matters
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Short title:WaZhou B Code:200706 No.: 2022-27
(10) to engage or dismiss the general manager within the scope of the authorization of the
and secretary of the board of the company; to shareholders’ meeting;
engage or dismiss senior executives such as the (10) to decide on the establishment of the internal
deputy general manager(s) and the finance management organization of the company;
manager of the company according to the (11) to engage or dismiss the general manager,
nomination of the general manager, and decide on secretary of the board, and other senior executives of
matters concerning their remuneration and the company, and decide on matters concerning their
rewards and punishments; remuneration and rewards and punishments; upon
… the recommendation of the general manager, to
decide to engage or dismiss the senior executives of
the company such as the deputy general manager
and the finance manager, and decide on matters
concerning their remuneration and rewards and
punishments;
…
Article 116 The board of directors shall convene
Article 117 Shareholders representing more an interim meeting if any of the following situations
than one tenth of the voting rights, and directors occurs:
or board of supervisors representing more than (1) if the shareholders representing more than one
one third of the voting rights may propose to tenth of the voting rights propose;
convene an interim meeting of the board of (2) if more than one third of the directors jointly
directors. The chairman shall convene and preside propose;
over the meeting of the board of directors within (3) if the board of supervisors propose;
10 days after receiving the proposal. (4) if more than half of the independent directors
propose;
Article 112 The board of directors shall determine
the authority for external investment, acquisitions
and sales of assets, mortgage of assets, external
guarantees, entrusted wealth management, related
transactions, donations, etc., and establish strict
review and decision-making procedures;
Article 112 The board of directors shall determine
the authority for external investment, acquisitions The board of directors shall have decision-making
and sales of assets, mortgage of assets, external powers on:
guarantees, entrusted wealth management, related (1) project investments, acquisitions and sales of
transactions, donations, etc., and establish strict assets, mortgage of assets, entrusted wealth
review and decision-making procedures; management, and donations of less than 10% of the
relevant experts and professionals shall be company's net assets;
organized to review the major investment projects (2) related transactions with total transaction amount
and report to the shareholders’ meeting for of no more than 30 million yuan and less than 5%
approval. of the latest audited net asset value of the listed
company.
The board of directors shall have decision-making For investments, financing, asset disposal, asset
powers on: mortgage, donations and other guarantees
(1) project investments, acquisitions and sales of (excluding external guarantee) and related
assets, mortgage of assets, and entrusted wealth transactions beyond the scope of the
management of less than 10% of the company's above-mentioned authority, the board of
net assets; directors of the company shall organize relevant
(2) related transactions with total transaction experts and professionals to review and report to
amount of less than 30 million yuan and less than the shareholders’ meeting for approval.
5% of the latest audited net asset value of the The shareholders' meeting shall, before
listed company. deliberating the contents of the six provisions
concerning the company's external guarantee of
Article 42 of Chapter IV of the Articles of
Association, be subject to prior evaluation and
approval by the board of directors before
submitting to the shareholders' meeting for
review and approval, and strictly follow the
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Short title:WaZhou B Code:200706 No.: 2022-27
approval procedures.
Article 122 The voting methods for the board Article 122 The voting methods for the board
resolutions are as follows: voting by a show of resolutions are as follows: voting by a show of
hands or voting by disclosed ballot. hands or voting by disclosed ballot.
On the premise of ensuring that the directors can
fully express their opinions, the interim meeting On the premise of ensuring that the directors can
of the board of directors may be held and fully express their opinions, the interim meeting of
resolutions may be made by fax or written the board of directors may be held and resolutions
counter-sign, and signed by directors attending may be made by fax, video, telephone, e-mail, etc.,
the meeting . and signed by directors attending the meeting.
Article 128 Persons who hold administrative
positions other than directors and supervisors in the
Article 128 Persons who hold administrative controlling shareholders of the company shall not
positions other than directors and supervisors in serve as senior executives of the company.
the controlling shareholders of the company shall The senior executives of the company only
not serve as senior executives of the company. receive salaries from the company and are not
paid by the controlling shareholders on their
behalf.
Article 136 The senior executives of the company
shall faithfully perform their duties and safeguard
the best interests of the company and all
shareholders. Where the company's senior
executives fail to faithfully perform their duties or
New articles violate their fiduciary duties, causing damage to the
interests of the company and public shareholders,
they shall be liable for compensation in accordance
with the law.
The serial number of following terms will be
extended
Article 141 Supervisors shall guarantee that the
Article 141 Supervisors shall guarantee that the
information disclosed by the company is true,
information disclosed by the company is true,
accurate and complete, and sign written
accurate and complete.
confirmation opinions on periodic reports.
Article 146 The supervisory board shall Article 146 The supervisory board shall exercise
exercise the following functions and powers: the following functions and powers:
… …
(7) to file lawsuits against directors and senior (7) to file lawsuits against directors and senior
executives in accordance with the provisions of executives in accordance with the provisions of
Article 152 of the Company Law. Article 151 of the Company Law.
Article 158 The company shall submit the
annual financial and accounting report to the Article 158 The company shall submit and
CSRC and the stock exchange within 4 months disclose the annual report to the CSRC and the
from the end of each fiscal year, submit the stock exchange within 4 months from the end of
semi-annual financial and accounting report to each fiscal year, and submit and disclose the interim
the local CSRC agency and the stock exchange report to the CSRC agency and the stock exchange
within 2 months from the end of the first 6 within 2 months from the end of the first half of
months of each fiscal year; and submit the each fiscal year.
quarterly financial and accounting reports to the
agency of the CSRC and the stock exchange
within one month from the end of the first 3 The above annual report and interim report shall be
months and the end of the first 9 months of each prepared in accordance with relevant laws,
fiscal year. administrative regulations, the provisions of the
The above financial and accounting reports are CSRC and the stock exchange.
prepared in accordance with relevant laws,
administrative regulations and departmental
rules.
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Short title:WaZhou B Code:200706 No.: 2022-27
Article 167 The company shall employ an
Article 167 The company shall employ an
accounting firm that has obtained the
accounting firm that complies with the regulations
qualification for engaging in securities-related
of the Securities Law to conduct accounting
business to conduct accounting statement
statement auditing, net asset verification and other
auditing, net asset verification and other related
related consulting services. The employment term is
consulting services. The employment term is one
one year and can be renewed.
year and can be renewed.
Article 203 The Articles of Association are Article 203 The Articles of Association are written
written in Chinese. In case of any discrepancy in Chinese. In case of any discrepancy between the
between the Articles of Association and the Articles of Association and the articles of
articles of association in any other language or association in any other language or version, the
version, the Chinese version of the Articles of Chinese version of the Articles of Association after
Association after the latest approval and the latest approval and registration with the Dalian
registration with the Dalian Administration for Administration for Market Regulation shall
Industry and Commerce shall prevail. prevail.
Article 204 "Above", "within" and "below" as Article 204 "Above", "within" and "below" as
mentioned in the Articles of Association shall all mentioned in the Articles of Association shall all
include the original number; while "short of", include the original number; while "beyond",
"beyond", "less than" and "more than" shall not "less than" and "more than" shall not include the
include the original number. original number.
II Contents before and after the revision of the Rules of Procedure for the Shareholders Meeting
Original Articles Revised Articles
Article 4 The annual general meeting of
Article 4 The annual general meeting of
shareholders shall be convened once a year and
shareholders shall be convened once a year and
within six months after the end of the previous fiscal
within six months after the end of the previous
year. Where the annual general meeting cannot be
fiscal year. Where the annual general meeting
convened for any reason, the company should
cannot be convened for any reason, a written
report to the agency of the CSRC at the location
explanation shall be submitted to Dalian
of the company and the Shenzhen Stock
Securities Regulatory Bureau, and the contents
Exchange, and the contents of the explanation shall
of the explanation shall be published immediately.
be published immediately.
Article 5 The company shall convene an
extraordinary general meeting of within 2 months
from the date of occurrence of the fact under any of
the following situations:
(1) if the number of directors is less than the number
as stipulated in the Company Law or less than 2/3 of
the number specified in the Articles of Association;
(2) if the amount of company’s losses that have not
been made up reaches one third 1/3 of the total share
New articles capital;
(3) if shareholders individually or collectively
holding more than 10% of the company's shares
request;
(4) if the board of directors deems it necessary;
(5) if the supervisory board proposes that such as
meeting be convened;
(6) other circumstances stipulated in laws,
administrative regulations, departmental rules or the
Articles of Association.
Article 9 The board of directors of the company Article 9 The board of directors of the company
shall employ a lawyer with securities practice shall employ a lawyer to attend the shareholders'
qualifications to attend the shareholders' meeting, meeting, issue legal opinions on the following issues
issue legal opinions on the following issues and and make an announcement:
make an announcement:
...... ......
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Short title:WaZhou B Code:200706 No.: 2022-27
Article 10 The shareholders meeting shall be the
Article 10 The shareholders meeting shall be the authority organ of the company and exercise the
authority organ of the company and exercise the following functions and powers in accordance with
following functions and powers in accordance the law:
with the law: ......
...... (15) to review the stock incentive plans and the
(15) to review the stock incentive plans; employee stock ownership plans;
Article 11 The following external guarantees of
the company must be reviewed and approved by the
Article 11 The following external guarantees of
shareholders’ meeting:
the company must be reviewed and approved by
(1) guarantees provided after the total amount of
the shareholders’ meeting:
external guarantees of the Company and its
(1) guarantees provided after the total amount of
controlled subsidiaries exceeds 50% of the audited
external guarantees of the Company and its
net assets for the latest period;
controlled subsidiaries reaches or exceeds 50% of
(2) guarantees provided after the total amount of
the latest audited net assets for the latest period;
external guarantees of the company exceeds 30% of
(2) guarantees provided after the total amount of
the audited net assets for the latest period;
external guarantees of the company reaches or
(3) guarantees when the amount guaranteed by
exceeds 30% of the audited net assets for the latest
the company within one year exceeds 30% of the
period;
company's total audited assets in the latest
period;
......
......
Article 14 The notification and supplementary
notification of the shareholders meeting shall fully
and completely disclose the specific content of all
proposals, as well as all materials or explanations
necessary for shareholders to make reasonable
judgments on the matters to be discussed. Where
Article 15 The notification and supplementary
the matters to be discussed require independent
notification of the shareholders meeting shall fully
directors to express their opinions, the
and completely disclose the specific content of all
independent directors' opinions and reasons shall
proposals, as well as all materials or explanations
be disclosed at the same time when the
necessary for shareholders to make reasonable
notification and supplementary notification of the
judgments on the matters to be discussed. Where the
shareholders meeting is issued.
matters to be discussed require independent
Where the shareholders meeting adopts the
directors to express their opinions, the independent
Internet mode, the voting time and voting
directors' opinions and reasons shall be disclosed at
procedures of the Internet mode shall be
the same time when the notification and
clearly stated in the notification of the
supplementary notification of the shareholders
shareholders meeting. The start time of online
meeting is issued.
voting at the shareholders meeting shall not be
earlier than 3:00 pm the day before the on-site
shareholders meeting, and shall be no later
than 9:30 am on the day of the on-site
shareholders meeting, and its end time shall
not be earlier than 3:00 pm on the day of the
on-site shareholders meeting.
Article 16 Where the shareholders meeting intends
to discuss matters concerning the election of
directors and supervisors, the notification of the
shareholders meeting shall fully disclose the
detailed information of the candidates for directors
New articles
and supervisors, including at least the following:
(1) personal information such as educational
background, work experience, part-time jobs, etc.;
(2) whether there is a related relationship with the
Company or the Company's controlling shareholder
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Short title:WaZhou B Code:200706 No.: 2022-27
and actual controller;
(3) to disclose the number of shares held in the
Company;
(4) whether they have been punished by the China
Securities Regulatory Commission and other
relevant departments and punished by the stock
exchange.
Except for the election of directors and supervisors
by the cumulative voting system, each candidate for
directors and supervisors shall be put forward as a
single proposal.
Article 17 The company shall, in the notice of the
shareholders meeting, clearly state the voting time
and voting procedures by Internet or other means.
The start time of online voting at the shareholders'
general meeting shall not be earlier than 3:00 pm the
day before the on-site shareholders meeting, and
shall be no later than 9:30 am on the day of the
on-site shareholders meeting, and its end time shall
not be earlier than 3:00 pm on the day of the on-site
shareholders meeting.
Article 15 The interval between the date of
record and the meeting date as stipulated in the
meeting notice shall be no more than 7 working
Article 18 The interval between the date of record
days. The date of record shall not be changed once
and the meeting date as stipulated in the meeting
it is confirmed.
notice shall be no less than 2 working days and no
\Where the company has postponed the
more than 7 working days. The date of record shall
convening of the shareholders meeting, it
not be changed once it is confirmed.
should not change the date of record of the
shareholders entitled to attend the
shareholders meeting as stipulated in the
original notice.
Article 17 The shareholders meeting shall not be
postponed or cancelled without cause after the
board of directors has issued a notice to convene
it. Where the company has to postpone or cancel
the convening of the shareholders meeting due to
special reasons, it shall issue a notice two trading Article 20 After the notice of convening the
days before the scheduled date of convening the shareholders meeting, the shareholders meeting
shareholders meeting, stating the specific reasons shall not be postponed or cancelled without
for the postponement or cancellation. Where the justifiable reasons, and the proposals stated in the
shareholders' general meeting is postponed, the notice of the shareholders meeting shall not be
board of directors shall announce the date of cancelled. In case of delay or cancellation, the
convening the postponed meeting in the notice. convenor shall make an announcement and explain
After the notice of the shareholders meeting, the the reasons at least two trading days before the
location of the on-site meeting of the shareholders scheduled date of convening the shareholders
meeting shall not be changed without justifiable meeting.
reasons. Where the change is really necessary, the
board of directors shall make an announcement
and explain the reasons at least two trading days
before the scheduled date of convening the
shareholders meeting.
Article 21 Where the board of supervisors or Article 24 Where the board of supervisors or
shareholders decide to convene a shareholders shareholders decide to convene a shareholders
meeting on their own, they shall notify the board meeting on their own, they shall notify the board of
of directors in writing and file with the agency of directors in writing and file with the stock
the CSRC at the location of the company and exchange.
the stock exchange. Before the announcement of the resolutions of the
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Short title:WaZhou B Code:200706 No.: 2022-27
Before the announcement of the resolutions of the shareholders meeting, the shareholding ratio of the
shareholders meeting, the shareholding ratio of the shareholders convening the meeting shall not be less
shareholders convening the meeting shall not be than 10%.
less than 10%. The board of supervisors or shareholders
The shareholders convening the meeting shall convening the meeting shall submit relevant
submit relevant certification materials to the the certification materials to the stock exchange when
agency of the CSRC at the location of the issuing the notice of convening the shareholders
company and the stock exchange when issuing the meeting and the announcement of the resolutions of
notice of convening the shareholders meeting and the shareholders meeting.
the announcement of the resolutions of the
shareholders meeting.
Article 22 The board of directors and the
Article 25 The board of directors and the secretary
secretary of the board shall cooperate with the
of the board shall cooperate with the shareholders
shareholders meeting convened by the board of
meeting convened by the board of supervisors or the
supervisors or the shareholders themselves. The
shareholders themselves. The board of directors
board of directors should provide the register of
shall provide the register of shareholders on the date
shareholders on the date of record. Where the
of record. Where the board of directors fails to
board of directors fails to provide the register of
provide the register of shareholders, the convener
shareholders, the convener may apply to the
may apply to the securities registration and clearing
securities registration and clearing institution with
institution with the relevant announcement on the
the relevant announcement on the notice of
notice of convening the shareholders meeting. The
convening the shareholders meeting. The register
register of shareholders obtained by the convenor
of shareholders obtained by the convenor shall not
shall not be used for any purpose other than the
be used for any purpose other than the convening
convening of the shareholders meeting.
of the shareholders meeting.
Article 31 The list of candidates for directors and Article 34 The list of candidates for directors and
supervisors shall be submitted to the resolutions of supervisors shall be submitted to the resolutions of
the shareholders meeting in the form of proposals. the shareholders meeting in the form of proposals.
The board of directors shall provide shareholders The board of directors shall provide shareholders
with the resumes and basic information of the with the resumes and basic information of the
candidates for directors and supervisors. The candidates for directors and supervisors. The
nomination methods and procedures for directors nomination methods and procedures for directors
and supervisors shall comply with the provisions and supervisors shall comply with the provisions of
of Article 57 of the Articles of Association. Article 82 of the Articles of Association.
Article 37 All common shareholders (including
Article 34 All shareholders or their proxies
preferred shareholders whose voting rights have
registered on the date of record shall have the
been resumed) or their proxies registered on the
right to attend the shareholders meeting, the
date of record shall have the right to attend the
company and the convenor should not refuse for
shareholders meeting, the company and the
any reason.
convenor should not refuse for any reason.
Article 49 The following matters shall be Article 52 The following matters shall be
approved by special resolutions of the approved by special resolutions of the shareholders
shareholders meeting: meeting:
...... ......
(2) Division, merger, dissolution and liquidation (2) Division, split, merger, dissolution and
of the company; liquidation of the company;
...... ......
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Article 53 Shareholders (including their proxies)
shall exercise their voting rights with the number of
voting shares they represent, and each share shall be
entitled to one vote.
When the shareholders meeting deliberates on major
matters affecting the interests of small and medium
Article 50 Shareholders (including their proxies)
investors, the votes of small and medium investors
shall exercise their voting rights with the number
shall be counted separately. The results of separate
of voting shares they represent, and each share
vote counting shall be publicly disclosed in a timely
shall be entitled to one vote.
manner. The company holds its own shares without
When the shareholders meeting deliberates on
voting rights, and this part of the shares shall not be
major matters affecting the interests of small and
counted in the total number of voting shares present
medium investors, the votes of small and medium
at the shareholders meeting.
investors shall be counted separately. The results
Where a shareholder buys the voting shares of
of separate vote counting shall be publicly
the company in violation of the provisions of
disclosed in a timely manner.
items 1 and 2 of Article 63 of the Securities Law,
The company holds its own shares without voting
the shares exceeding the prescribed proportion
rights, and this part of the shares shall not be
shall not exercise voting rights within 36 months
counted in the total number of voting shares
after the purchase, and it is not included in the
present at the shareholders meeting.
total number of shares with voting rights present
The company's board of directors, independent
at the shareholders meeting.
directors and shareholders who meet the relevant
The company's board of directors, independent
requirements may publicly solicit shareholders'
directors, shareholders holding more than 1% of
voting rights. The solicitation of shareholders'
the voting shares, or investor protection
voting rights shall fully disclose the specific
institutions established in accordance with laws,
voting intention and other information to the
administrative regulations or the provisions of
solicitee. It is prohibited to solicit shareholders'
the China Securities Regulatory Commission
voting rights in a paid or disguised form. The
may publicly solicit the shareholders' voting
company shall not propose a minimum
rights. The solicitation of shareholders' voting
shareholding ratio for the solicitation of voting
rights shall fully disclose the specific voting
rights.
intention and other information to the solicitee. It is
prohibited to solicit shareholders' voting rights in a
paid or disguised form. Except for statutory
conditions, the company shall not propose a
minimum shareholding ratio for the solicitation of
voting rights.
III Contents before and after the revision of the Rules of Procedure for the Board of Directors
Before Revision After Revision
Chapter II Composition, Functions and Powers of Chapter II Composition, Formation, Functions
the Board of Directors and Powers of the Board of Directors
Article 3 The board of directors shall be composed
Article 3 The board of directors shall be
of 12 directors, shall have one chairman and
composed of 12 directors, and shall have one
possibly one vice chairman, and shall have 4
chairman and possibly one vice chairman.
independent directors.
The board of directors shall have one secretary.
The board of directors shall have one secretary.
Article 4 Methods and procedures for the
nomination of directors
1. The directors of the first board of directors of the
company shall be elected by the shareholders
meeting of the company upon the list of candidates
put forward by the promoter(s) of the company. On
New articles
the change of term of office of the board of
directors, the list of candidates for the next board of
directors shall be put forward by the previous board
of directors, or as mentioned in Article 83 (1) 2
below, and shall be submitted to the shareholders
meeting for voting in forms of of proposals;
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2. The board of directors of the company and
shareholders who hold or jointly hold more than 3%
of the total number of shares with voting rights
issued by the company shall have the right to put
forward proposals for director candidates.
3. Before the board of directors put forward a list of
candidates for directors, it should first be reviewed
and approved by the nomination committee of the
company's board of directors, and then reported to
the board of directors for deliberation and approval.
Article 5 The board of directors of the company
shall establish an audit committee, and establish
relevant special committees such as strategy
committee, nomination committee, remuneration
and appraisal committee as needed. The special
committees are responsible to the board of directors
and shall perform the functions authorized by the
Articles of Association and by the board of
directors. The proposals shall be submitted to the
board of directors for deliberation and decision. The
New articles
members of the special committees are all
composed of directors, among which the audit
committee, nomination committee and
remuneration and appraisal committee have
independent directors in the majority who serve as
conveners. The conveners of the audit committee
are accounting professionals. The board of directors
shall be responsible for formulating working rules
for special committees and regulating their
operation.
Article 6 The board of directors shall exercise the
following functions and powers:
......
(8)to decide on the acquisition of the company's
Article 4 The board of directors shall exercise
shares due to the circumstances specified in
the following functions and powers:
items (3), (5) and (6) of Article 24 of the Articles
....
of Association;
(8) to decide on the company's external
(9) to decide on the company's external investment,
investment, acquisitions and sales of assets,
acquisitions and sales of assets, mortgage of assets,
mortgage of assets, external guarantees, entrusted
external guarantees, entrusted wealth management,
wealth management, related transactions and other
related transactions, donations and other matters
matters within the scope of the authorization of
within the scope of the authorization of the
the shareholders’ meeting;
shareholders’ meeting;
(9) to decide on the establishment of the
(10) to decide on the establishment of the
company's internal management structure;
company's internal management structure;
(10) to appoint or dismiss the general manager
(11) to appoint or dismiss the general manager,
and secretary of the board of the company;
secretary of the board, and other senior
appoint or dismiss senior executives such as the
executives of the company, and decide on their
deputy general manager and the finance manager
remuneration and rewards and punishments;
of the company according to the nomination of the
decide to appoint or dismiss the senior executives
general manager, and decide on their
of the company such as the deputy general
remuneration and rewards and punishments;
manager and the finance manager according to
......
the nomination of the general manager, and
decide on their remuneration and rewards and
punishments;
......
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Article 8 The board of directors shall determine
the authority for external investment, acquisitions
and sales of assets, mortgage of assets, external
guarantees, entrusted wealth management, related
Article 6 The board of directors shall determine transactions, donations, etc., and establish strict
the authority for external investment, acquisitions review and decision-making procedures; relevant
and sales of assets, mortgage of assets, external experts and professionals shall be organized to
guarantees, entrusted wealth management, related review the major investment projects and report to
transactions, etc., and establish strict review and the shareholders’ meeting for approval.
decision-making procedures; relevant experts Before deliberation, the contents of the six
and professionals shall be organized to review the provisions concerning the company's external
major investment projects and report to the guarantee of Article 42 of Chapter IV of the
shareholders’ meeting for approval. Articles of Association shall be subject to prior
evaluation and approval by the board of
directors before submitting to the shareholders'
meeting for review and approval, and strictly
follow the approval procedures.
Chapter III Independent Directors and Working Chapter III Qualifications, term of office, rights
System and obligations of directors
Article 12 A director of the company who is a
natural person cannot hold the position of director
of the company under any of the following
circumstances:
(1) a person without capacity or with restricted
capacity for civil acts;
(2) a person who was sentenced to criminal
punishment for the crime of corruption, bribery,
embezzlement, misappropriation of property, or
undermining the social economic order, where not
more than five years have elapsed since the
expiration of the enforcement period; or a person
who was deprived of political rights for committing
a crime, where not more than five 5 years have
elapsed since the expiration of the enforcement
period;
(3) a director, or factory head, or manager who was
personally responsible for the bankruptcy
New articles liquidation of the company or enterprise, where not
more than three years have elapsed since the date of
completion of the bankruptcy liquidation of the
company or enterprise;
(4) a legal representative of the company or
enterprise that had the business license revoked or
ordered to close due to violations of the law, where
such representative bears personal responsibility
and not more than three years have elapsed since
the date of revocation of the business license;
(5) a person with relatively large amount of
personal debts that have fallen due but haven’t been
settled;
(6) a person who was banned from entering the
securities market by the China Securities
Regulatory Commission, and the time limit has not
expired;
(7) other contents stipulated by laws, administrative
regulations or departmental rules.
Where a director is elected or appointed in violation
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of the provisions of this article, the election,
appointment or recruitment shall be invalid. Where
a director falls under the circumstance specified in
this article during his term of office, the company
shall remove him from office.
Article 13 Directors are elected or replaced by
the shareholders meeting, and may be removed
from office by the shareholders meeting before the
expiration of their term of office. A director serves a
three-year term and may serve consecutive terms if
re-elected upon expiration of his term of office.
The term of office of a director shall be calculated
from the date of inauguration and shall end upon the
expiration of the term of office of the current board
of directors. Where a director is not re-elected in
time after the expiration of the term of office, the
original director shall still perform his duties as a
director in accordance with the provisions of laws,
administrative regulations, departmental rules and
the Articles of Association before the newly elected
director takes office.
The general manager or other senior executives may
concurrently serve as directors, but the total number
of directors who concurrently serve as the general
manager or other senior executives shall not exceed
half of the total number of directors of the company.
The company does not have employee
representative directors.
Article 14 Directors shall abide by laws,
administrative regulations and the Articles of
Association, and undertake the following duties of
loyalty to the company:
(1) not to abuse their powers to accept bribes or
other illegal income, and not to embezzle the
property of the company;
(2) not to appropriate company funds;
(2) not to save the company's assets or funds in an
account opened in his or her own name or in the
name of other individuals;
(4) not to violate the provisions of the Articles of
Association, and without the consent of the
shareholders meeting or the board of directors, not
to lend the company funds to others or provide
guarantees for others with the company property;
(5) not to enter into contracts or conduct
transactions with the Company in violation of the
provisions of the Articles of Association or without
the consent of the shareholders meeting;
(6) without the consent of the shareholders meeting,
not to take advantage of the position to seek
business opportunities that should belong to the
company for themselves or others, not to operate
the same kind of business as the Company for
themselves or for others;
(7) not to accept the commission of transactions
with the company as their own;
(8) not to disclose company secrets without
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authorization;
(9) not to use their related relationships to harm the
interests of the company;
(10) other duties of loyalty stipulated by laws,
administrative regulations, departmental rules and
the Articles of Association.
Any income obtained by a director in violation of
the provisions of this article shall be returned to the
company; where any losses are caused to the
company, he or she shall be liable for
compensation.
Article 15 Directors shall abide by laws,
administrative regulations and the Articles of
Association, and undertake the following duties of
diligence to the company:
(1) to prudently, conscientiously and diligently
exercise the rights conferred by the company to
ensure that the company's commercial activities
comply with the requirements of national laws,
administrative regulations and various economic
policies, and that its commercial activities do not
exceed the business scope as stipulated in the
business license;
(2) to fairly treat all shareholders;
(3) to keep abreast of the company's business
operation and management status;
(4) to sign written confirmation opinions on the
periodic reports of the company, and to ensure that
the information disclosed by the company is true,
accurate and complete;
(5) to truthfully provide relevant information and
materials to the board of supervisors, and shall not
hinder the board of supervisors or the supervisors
from exercising their functions and powers;
(6) other duties of diligence stipulated by laws,
administrative regulations, departmental rules and
the Articles of Association.
Article 16 A director who fails to attend the
board meeting in person for two consecutive times
nor entrusts other directors to attend the board
meeting shall be deemed unable to perform duties,
and the board of directors shall propose the
shareholders meeting to remove him or her from
office.
Article 17 A director may resign before the
expiration of the term of office. A director who
resigns shall submit a written resignation report to
the board of directors. The board of directors shall
disclose the information within 2 days.
Where the number of directors on the board of
directors of the company is less than the statutory
minimum number due to the resignation of a
director, the original director shall still perform
duties as a director in accordance with the laws,
administrative regulations, departmental rules and
provisions of the Articles of Association before the
newly elected director takes office.
Except as set forth in the preceding paragraph, the
resignation of a director shall take effect when the
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resignation report is delivered to the board of
directors.
Article 18 Where a director's resignation takes
effect or the term of office expires, all handover
procedures shall be completed with the board of
directors. The duty of loyalty he or she undertakes
to the company and shareholders shall not be
relieved automatically after the expiration of term
of office, and shall remain valid within the
reasonable period as stipulated in the Articles of
Association.
The reasonable time limit as stipulated in the
preceding paragraph shall be six months from the
date on which the resignation of the director takes
effect or from the expiration of the term of office.
Article 19 Without legal authorization of the
provisions of the Articles of Association or the
board of directors, no director may act on behalf of
the company or the board of directors in his or her
own name. Where a director acts in his or her own
name and a third party may reasonably believe that
he or she is acting on behalf of the company or the
board of directors, the director shall declare his or
her position and identity in advance.
Article 20 Directors who violate laws,
administrative regulations, departmental rules or
provisions of the Articles of Association while
performing their duties and thus cause losses to the
company shall be liable for compensation.
Article 21 Independent directors shall execute in
accordance with laws, administrative regulations,
and relevant provisions of the CSRC and the stock
exchange.
Article 34 The secretary of the board of Article 23 The secretary of the board of directors
directors shall have the financial, management and shall have the financial, management and legal
legal expertise necessary to perform duties, expertise necessary to perform duties, possess good
possess good professional ethics and personal professional ethics and personal morality, and have
morality, and have obtained the qualification obtained the qualification certificate for the
certificate for the secretary of the board of secretary of the board of directors issued by the
directors issued by the Shenzhen Stock Exchange. Shenzhen Stock Exchange. A person who falls
A person who falls under any of the following under any of the following circumstances shall not
circumstances shall not serve as the secretary of serve as the secretary of the board of directors of a
the board of directors of a listed company: listed company:
(1) one of the circumstances as stipulated in the (1) one of the circumstances as stipulated in the first
first item of Article 96 of the Articles of item of Article 95 of the Articles of Association;
Association;
...... ......
Article 27 Board meetings are divided into regular
Article 38 The board of directors shall hold at
meetings and interim meetings. The board of
least two meetings a year, which shall be
directors shall hold regular meetings at least once in
convened and presided over by the chairman, and
each of the first and second half of the year. All
all directors and supervisors shall be notified in
directors and supervisors shall be notified in writing
writing to 10 days before the meeting.
10 days before the meeting.
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Article 28 The board of directors shall convene
an interim meeting if any of the following
situations occurs:
Article 39 Shareholders representing more than
1) if the shareholders representing more than
one tenth of the voting rights, and directors or
one tenth of the voting rights propose;
board of supervisors representing more than one
(3) if more than one third of the directors jointly
third of the voting rights may propose to convene
propose;
an interim board meeting.
(3) if the board of supervisors propose;
......
(4) if more than half of the independent directors
propose;
......
Article 36 Meetings of the board of directors
shall be convened and presided over by the
chairman; where the chairman is unable or fails
to perform duties, the vice-chairman shall
convene and preside over the meeting. Where the
Article 47 When the board of directors holds a
vice-chairman is unable or fails to perform
meeting, the chairman of the board or the meeting
duties, a director jointly recommended by more
host shall first announce the agenda of the
than half of the directors shall convene and
meeting, and preside over the discussion
preside over the meeting.
according to the agenda of the meeting. The
convened and chaired by a director.
chairman of the board or the meeting host shall
When the board of directors holds a meeting, the
preside over the meeting earnestly, fully listen to
chairman of the board or the meeting host shall first
the opinions of the directors present at the
announce the agenda of the meeting, and preside
meeting, control the meeting process, save time,
over the discussion according to the agenda of the
and improve the efficiency of discussion and the
meeting. The chairman of the board or the meeting
scientificity of decision-making.
host shall preside over the meeting earnestly, fully
listen to the opinions of the directors present at the
meeting, control the meeting process, save time, and
improve the efficiency of discussion and the
scientificity of decision-making.
IV. Contents before and after the revision of the Rules of Procedure for the Board of Supervisors
Before Revision After Revision
Article 5 The Article 95 of the Articles of Article 5 The Article 95 of the Articles of
Association on the circumstance of not serving as Association on the circumstance of not serving as a
a director is also applicable to supervisors director is also applicable to supervisors
Article 9 Supervisors shall ensure that the
Article 9 Supervisors shall ensure that the
information disclosed by the company is true,
information disclosed by the company is true,
accurate and complete, and sign written
accurate and complete.
confirmation opinions on periodic reports.
Article 13 The board of supervisors shall exercise Article 13 The board of supervisors shall exercise
the following functions and powers: the following functions and powers:
...... ......
(7) to file lawsuits against directors and senior (7) to file lawsuits against directors and senior
executives in accordance with provisions of executives in accordance with provisions of Article
Article 152 of the Company Law; 151 of the Company Law;
(8) to conduct an investigation when the company (8) to conduct an investigation when the company
is found to be in an abnormal business situation; is found to be in an abnormal business situation;
when necessary, it may engage an accounting when necessary, it may engage an accounting firm,
firm, a law firm and other professional institutions a law firm and other professional institutions to
to assist its work, and the expenses shall be borne assist its work, and the expenses shall be borne by
by the company. the company.
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Article 26 The meetings of the board of Article 26 The meetings of the board of
supervisors shall have minutes, and the supervisors shall have minutes, and the supervisors
supervisors attending the meeting and the person attending the meeting and the person taking the
taking the record shall sign on the minutes. record shall sign on the minutes. Supervisors have
Supervisors have the right to request that certain the right to request that certain explanatory records
explanatory records be made on the minutes of be made on the minutes of their speeches at the
their speeches at the meeting. The minutes of the meeting. The minutes of the meetings of the board
meetings of the board of supervisors shall be kept of supervisors shall be kept by the secretary of the
by the secretary of the board of directors as board of directors as company files for a retention
company files for a retention period of 10 years. period of at least 10 years.
Article 29 Where the company holds a meeting
Article 29 Where the company holds a meeting of
of the board of supervisors, it shall submit the
the board of supervisors, it shall submit the
resolutions of the board of supervisors and the
resolutions of the board of supervisors and other
minutes of the meeting to the Shenzhen Stock
materials to the Shenzhen Stock Exchange for the
Exchange for the record within two working days
record within two working days after the meeting,
after the meeting, and make an announcement as
and make an announcement as required.
required.
Article 31 "Above", "within" and "below" as
mentioned in the Articles of Association shall all
New articles include the original number; while "beyond", "less
than" and "more than" shall not include the original
number.
18
