P. 2021-013 Announcement on Amendment of Articles of Association and Attachments of Tongfeng Electronics

Release time:2021-04-28Reading times:11578

Securities code: 600237 Securities abbreviation: Tongfeng Electronic Announcement Number: Pro 2021-013

Anhui Tongfeng Electronics Co., LTD
Notice on amending the Articles of Association and its annexes

The board of directors and all the directors of the Company warrant that there is no false record, misleading statement or material omission in the content of this announcement, and bear individual and joint liability for the authenticity, accuracy and completeness of the content.

 

According to the relevant provisions of Article 90 of the newly revised Securities Law of the People's Republic of China, the Company intends to revise the relevant provisions of the Articles of Association and the attached Rules of Procedure of the General Meeting of Shareholders. The contents before and after the revision are as follows:

Serial number

Contents of the original articles of Association

Revised content

1

Article 78 A shareholder (including a shareholder's agent) shall exercise his voting right by the number of voting shares he represents, and each share shall have one vote.

When the shareholders' general meeting deliberates major matters affecting the interests of small and medium-sized investors, votes on small and medium-sized investors shall be counted separately. The results of individual counting shall be publicly disclosed in a timely manner.

The shares of the Company held by the Company have no voting rights, and such shares are not included in the total number of shares with voting rights at the shareholders' meeting.

The company's board of directors, independent directors and shareholders meeting relevant requirements may solicit voting rights. The solicitation of voting rights shall fully disclose the specific voting intention and other information to the solicitor. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. The company shall not set a minimum shareholding limit on the solicitation of voting rights.

 

Article 78 A shareholder (including a shareholder's agent) shall exercise his voting right by the number of voting shares he represents, and each share shall have one vote.

When the shareholders' general meeting deliberates major matters affecting the interests of small and medium-sized investors, votes on small and medium-sized investors shall be counted separately. The results of individual counting shall be publicly disclosed in a timely manner.

The shares of the Company held by the Company have no voting rights, and such shares are not included in the total number of shares with voting rights at the shareholders' meeting.

The board of directors, independent directors, shareholders holding more than one percent of the voting shares, or investor protection organizations established in accordance with laws, administrative regulations or provisions of the securities regulatory body under The State Council may, as solicitors, themselves or entrust securities companies or securities service organizations to publicly request the shareholders of the company to entrust them to attend the shareholders' meeting on their behalf. And on behalf of the exercise of shareholder rights such as the right to propose, voting rights.

Where the rights of shareholders are collected in accordance with the provisions of the preceding paragraph, the solicitor shall disclose the solicitation documents, and the Company shall cooperate. The public solicitation of shareholders' rights by means of compensation or compensation in disguised form is prohibited. Where the public solicitation of shareholders' rights violates laws, administrative regulations or relevant regulations of the securities regulatory body under The State Council and causes losses to the company or its shareholders, it shall bear the liability for compensation according to law.

The above modification involves the same modification to Article 31 of the Annex to the Articles of Association and Rules of Procedure of the General Meeting of Shareholders. The details are as follows:

Serial number

Contents of the original provisions of the Rules of Procedure of the Shareholders' Meeting

Revised content

1

Article 31 If a shareholder is related to the matters to be considered at the shareholders' meeting, he shall withdraw from voting, and the shares with voting rights held by him shall not be counted into the total number of shares with voting rights present at the shareholders' meeting.

When the shareholders' meeting deliberates major matters affecting the interests of small and medium-sized investors, votes on small and medium-sized investors shall be counted separately. The results of individual counting shall be publicly disclosed in a timely manner.

The Company holds its own shares without voting rights, and such shares are not included in the total number of shares with voting rights at the shareholders' meeting.

The company's board of directors, independent directors and shareholders meeting relevant requirements may solicit voting rights. The solicitation of voting rights shall fully disclose the specific voting intention and other information to the solicitor. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. The company shall not set a minimum shareholding limit on the solicitation of voting rights.

 

Article 31 If a shareholder is related to the matters to be considered at the shareholders' meeting, he shall withdraw from voting, and the shares with voting rights held by him shall not be counted into the total number of shares with voting rights present at the shareholders' meeting.

When the shareholders' meeting deliberates major matters affecting the interests of small and medium-sized investors, votes on small and medium-sized investors shall be counted separately. The results of individual counting shall be publicly disclosed in a timely manner.

The Company holds its own shares without voting rights, and such shares are not included in the total number of shares with voting rights at the shareholders' meeting.

The board of directors, independent directors, shareholders holding more than one percent of the voting shares, or investor protection organizations established in accordance with laws, administrative regulations or provisions of the securities regulatory body under The State Council may, as solicitors, themselves or entrust securities companies or securities service organizations to publicly request the shareholders of the company to entrust them to attend the shareholders' meeting on their behalf. And on behalf of the exercise of shareholder rights such as the right to propose, voting rights.

Where the rights of shareholders are collected in accordance with the provisions of the preceding paragraph, the solicitor shall disclose the solicitation documents, and the Company shall cooperate. The public solicitation of shareholders' rights by means of compensation or compensation in disguised form is prohibited. Where the public solicitation of shareholders' rights violates laws, administrative regulations or relevant regulations of the securities regulatory body under The State Council and causes losses to the company or its shareholders, it shall bear the liability for compensation according to law.

 

The above changes still need to be submitted to the company's 2020 annual general meeting of shareholders for deliberation and approval.
This is to announce.

Board of directors of Anhui Tongfeng Electronics Co., LTD
April 27, 2021