Securities code: 603363 securities abbreviation: Fujian Aonong Biological Technology Group Incorporation Limited(603363) Announcement No.: 2022-023
Convertible bond Code: 113620 convertible bond abbreviation: aonong convertible bond
Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Announcement on Amending the articles of association and relevant rules of procedure
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as the “company”) was established in February 2022
The fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors were held on September 15, which was deliberated and adopted
Proposal on Amending the articles of association, proposal on Amending the rules of procedure of the general meeting of shareholders
Proposal on Amending the rules of procedure of the board of directors, proposal on Amending the rules of procedure of the board of supervisors and other relevant documents
Motion. Relevant matters are hereby announced as follows:
1、 Reason for revision
In order to further improve the standard operation level of the company and improve the corporate governance structure, according to the company law
Securities law, guidelines for the articles of association of listed companies (revised in 2022), listing rules of Shanghai Stock Exchange
And other laws, regulations and normative documents, and in combination with the actual situation of the company, the company plans to
And some provisions of the relevant rules of procedure.
2、 Specific amendments to the articles of Association
Contents of the original articles of association and the revised articles of Association
Article 20 the company or its subsidiaries (including Article 20 the company or its subsidiaries (including its subsidiaries) shall not make gifts, advances, guarantees or its subsidiaries) shall not make compensation or loans for the purchase or proposed purchase of the company in the form of gifts, advances, guarantees, compensation or loans, Provide any assistance to those who purchase or intend to purchase shares of the company. Provide any assistance to the person holding the shares.
Article 21 according to the needs of operation and development of the company Article 21 according to the needs of operation and development, the company can increase its capital in the following ways: not by making a resolution, in accordance with the provisions of laws and regulations, as required by the general meeting of shareholders, and by making a resolution respectively in accordance with the provisions of laws and regulations, The following methods may be adopted to increase capital: (1) public issuance of shares; （1） Public offering of shares;
（2） Non public offering of shares; （2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders; （3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund; （4） Increase the share capital with the accumulation fund;
（5） Laws, regulations and other methods approved by the CSRC. Other ways.
When a company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds, as well as the changes in the company’s share capital caused by the conversion of shares, shall be in accordance with laws, administrative regulations The provisions of departmental rules and other documents and the provisions of the company’s convertible corporate bond prospectus shall be handled.
Article 23 under the following circumstances, the company may purchase shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association. However, except under any of the following circumstances:
It is stipulated that the acquisition of shares of the company: (1) reduce the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merger with other companies holding shares of the company; （2） Merger with other companies holding shares of the company; （3） Use shares for employee stock ownership plan or equity (3) use shares for employee stock ownership plan or equity incentive;
excitation; （4） (4) the shareholders request the company to purchase their shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders;
Dissent from the division resolution and require the company to purchase its shares; （5） (5) to convert shares into convertible corporate bonds issued by listed companies;
Corporate bonds converted into shares; （6） Listed companies are necessary to safeguard the company’s value and shareholders’ rights. (6) listed companies are necessary to safeguard the company’s value and shareholders’ rights and interests.
Necessary for profit.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, managers and shareholders holding more than 5% of the shares of the company shall sell their shares of the company or other shares of the nature of equity within 6 months after buying them, Or buy again within 6 months after the sale, and the securities thus sold will be sold within 6 months after the purchase, or the proceeds from the sale will belong to the company, and the board of directors of the company will buy again within 6 months after the withdrawal, and the proceeds from this will belong to the income of the company. However, the board of directors of the company will recover the income from the purchase and sale of all securities companies due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, it is not subject to the six-month time limit to sell the shares. If there are more than 5% shares, or if the board of directors of the company specified by the CSRC fails to comply with the provisions of the preceding paragraph, except under other circumstances.
East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to execute within the above-mentioned time limit, the shareholders have the right to directly file a pledge of securities in the people’s court in their own name, including litigation held by their spouses, parents and children, for the benefit of the shares held by the company’s natural person shareholders or other equity companies. And shares held in other people’s accounts or other securities with the nature of the executive power of the board of directors of the joint stock company not in accordance with the provisions of paragraph 1.
The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the power organ of the company. Article 40 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
（1） Decide on the company’s business policy and investment plan; （1） Decide on the company’s business policy and investment plan; （2） (2) elect and replace directors who are not staff representatives; (2) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; To decide on the remuneration of directors and supervisors; （3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan; (5) review and approve the company’s annual financial budget plan, final account plan and annual report; Final settlement plan and annual report;
（6） Review and approve the company’s profit distribution plan and (VI) review and approve the company’s profit distribution plan and loss recovery plan; Loss covering plan;
（7） (7) to make resolutions on the increase or decrease of the company’s registered capital; Resolutions;
（8） Make resolutions on the issuance of corporate bonds; （8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution and liquidation of the company or (9) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company; Make a resolution on changing the form of the company;
（10） Amend the articles of Association; （10） Amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Issue resolutions;
（12） Deliberating and approving the provisions of Article 41 of the articles of Association (12) deliberating and approving the transactions specified in Article 41 of the articles of Association; Transaction matters;
（13） Review and approve the provisions of Article 42 of the articles of Association (13) review and approve the guarantee matters specified in Article 42 of the articles of Association; Guarantee matters of the;
（14） (14) to examine and approve the transactions between the company and its related persons; and (14) to examine and approve the financial assistance of the company (except the cash assets donated by the company and the guarantee provided) as stipulated in Article 43 of the articles of Association;
Related party transactions with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the audited net assets in Article 125 of the articles of association after deliberation and approval in the latest period (XV); Related party transactions that shall be submitted to the general meeting of shareholders for deliberation; （15） Review the purchase and sale of major assets by the company within one year (16) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the company’s latest audited total assets and 30% of the company’s latest audited total assets; matter;
（16） Review and approve the change of the purpose of the raised funds; （17） Review and approve the change of the purpose of the raised funds; （17） Review the equity incentive plan; （18） Review the equity incentive plan and employee stock ownership plan (XVIII) and decide the company’s plan due to Article 23 of the articles of Association;
(19) decide that the company shall purchase the shares of the company due to Article 23 of the articles of Association; (19) review laws, administrative regulations, departmental rules or purchase of shares of the company;
(20) review laws, administrative regulations, departmental rules or other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association. Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association, and the functions and powers of the above general meeting of shareholders shall not be authorized.
The form shall be exercised by the board of directors or other institutions and individuals. The functions and powers of the above general meeting of shareholders shall not be authorized
The form shall be exercised by the board of directors or other institutions and individuals.
Article 41 except for the cash guarantee transactions that should be provided by the company and the transactions that should be provided by the company in a timely manner for the company to meet the following standards (except for the cash guarantee transactions that should be provided by the company), the company shall provide the following guarantee transactions in a timely manner
