The Board of Directors and all directors of the Company guarantee that the content of this announcement does not contain any false records, misleading statements or major omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with law.
Guangzhou Sanfu New Material Technology Co., LTD. (hereinafter referred to as the "Company") held the seventh meeting of the fourth session of the Board of Directors of the Company on December 20, 2023, deliberating and passing the "Motion on amending the Articles of Association" and the "Motion on amending part of the corporate governance System", and the Board of Directors requested the general meeting of shareholders to authorize the company's management to handle industrial and commercial filing and other matters. The above proposal still needs to be submitted to the company's general meeting for consideration. The details are as follows:
- The relevant situation of amending the Articles of Association
In order to further improve the company's governance structure and enhance the standard operation level of the company, In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Guidelines on the Articles of Association of Listed Companies, the Measures for the Management of Independent Directors of Listed Companies and the Self-Regulatory Guidance No. 1-Standardized Operation of Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other laws, regulations and normative documents, combined with the actual situation of the company, The Company intends to revise some provisions of the Articles of Association, and the specific comparison of amendments is as follows:
The articles of Association shall remain unchanged except for some articles, article numbering, numerical format and index, and automatic adjustment of catalogue page numbers.
The Board of Directors requests the general meeting of shareholders to authorize the management of the company to handle business filing and other matters. The company will go through the procedures of filing the relevant articles of association in a timely manner, and the relevant changes shall be subject to the final approval of the industrial and commercial registration authority.
Second, the relevant situation of revising some corporate governance systems
In order to further improve the level of corporate governance, better promote the standardized operation of the company, and establish and improve the internal management mechanism, the Company, in accordance with the relevant provisions of the Measures for the Management of Independent Directors of Listed Companies, the Rules for the Listing of Stocks on the Science and Technology Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, combined with the actual situation of the company, Revise part of the corporate governance system
Important content note:
● Does it need to be submitted to the General meeting for consideration: Yes
● The impact of daily connected party transactions on listed companies: Guangzhou Sanfu New Material Technology Co., LTD. (hereinafter referred to as "Sanfu New Technology" or the "Company") expects the daily related transactions in 2024 to meet the needs of the company's business development and production and operation. The pricing is based on market prices, and the above daily related transactions are in accordance with the principles of openness, fairness and fairness in the market. The relevant transaction price will follow the principle of fair pricing and be determined through negotiation with reference to the market price. There will be no harm to the interests of the Company and all shareholders, especially the minority shareholders, and the Company will not have a greater dependence on the affiliated parties due to the connected transaction.
