Securities code: 688598 securities abbreviation: Kbc Corporation Ltd(688598) Announcement No.: 2022-019 convertible bond Code: 118001 convertible bond abbreviation: Jinbo convertible bond
Announcement on Amending the articles of association and some management systems
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Kbc Corporation Ltd(688598) (hereinafter referred to as “the company”) convened the 33rd meeting of the second board of directors on February 25, 2022, deliberated and adopted the proposal on Amending the articles of association of Kbc Corporation Ltd(688598) and the proposal on amending some systems. The details are as follows:
1、 Revision of the articles of Association
Articles of association before amendment articles of association after amendment
Article 2 the company is a joint stock limited company established in accordance with the company law, Article 2 the company is a joint stock limited company established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions, and other relevant provisions. Hunan Jinbo composite material technology Co., Ltd. The company was established by the overall change of Hunan Jinbo composite material technology Co., Ltd. and Yiyang Co., Ltd., registered with Yiyang Administration for Industry and commerce, registered with the municipal market supervision administration, and obtained a business license. The business license number is business license, The business license number is 914309007744857l. 91430900774485857L。
Article 21 according to the needs of operation and development, according to the provisions of laws and regulations, according to the needs of shares, and according to the provisions of laws and regulations, the following resolutions can be adopted by the general meeting of shareholders, Capital can be increased in the following ways:
(I) public offering of shares; （1） Public offering of shares;
(II) non public offering of shares; （2） Non public offering of shares;
(III) distribute bonus shares to existing shareholders; （3） Distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; （4） Increase the share capital with the accumulation fund;
(V) other methods prescribed by laws and administrative regulations, as well as Chinese (V) laws and administrative regulations and approved by the CSRC. Other methods approved by the CSRC.
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be in accordance with national laws, administrative regulations The provisions of departmental rules and other documents and the provisions of the prospectus for convertible corporate bonds of the company shall be handled.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and shareholders holding more than 5% of the company’s shares, Sell the company’s shares or other equity securities held by them within 6 months after the purchase, or buy and sell them within 6 months after the sale, or buy them within 6 months after the sale. The income from this shall belong to the company, and the income from this shall belong to the company, The board of directors of the company will recover its income. However, the board of directors will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus stocks by underwriting, or if there are more than 5% of the shares in securities under the State Council, or other circumstances specified by the securities regulatory authority under the State Council, except for other circumstances specified by the regulatory authority. Outside.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the directors, supervisors, senior managers and shareholders referred to in the preceding paragraph have the right to require the board of directors to implement it within 30 days. If the shares held by members or natural person shareholders or other securities with equity nature that are not executed by the board of directors of the company within the above-mentioned period, including their spouses and shareholders, have the right to directly bring a lawsuit to the people’s court in the interests of the company with the shares held by their first parents and children and with the account of others. The board of directors of some stock companies or other securities companies with equity nature do not execute the securities 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 the preceding paragraph, it shall hold office. Shareholders have the right to require the board of directors to implement 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, the responsible directors shall bear joint and several liabilities according to law.
Article 40 (17) review the equity incentive plan Article 40 (17) review the equity incentive plan; And employee stock ownership plans;
Article 41 the following external guarantee acts of the company, and Article 41 the following external guarantee acts of the company shall be submitted to the shareholders’ meeting after being deliberated and approved by the board of directors, and shall be submitted to the shareholders’ meeting after being deliberated and approved by the board of directors
Deliberated by the meeting: deliberated by the meeting:
（1） The amount of a single guarantee exceeds (1) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets; Audit the guarantee of 10% of net assets;
（2） External guarantee of the company and its holding subsidiaries (2) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount audited in the latest period of the company and reaches or exceeds 50% of the net assets audited in the latest period of the company; Any guarantee provided after 50% of the net assets; （3） For guarantees with asset liability ratio of more than 70%, the total amount of external guarantees to (3) the company exceeds the guarantees provided by the recent elephant; Any (4) guarantee provided after 30% of the total assets audited in phase I shall be calculated according to the guarantee amount for 12 consecutive months; According to the calculation principle, if the total assets exceed the latest audited total assets (4), the guarantee with asset liability ratio exceeding 70% and the guarantee with asset liability ratio exceeding 30%; The guarantee provided by the;
（5） The guarantee provided to shareholders, actual controllers and their affiliates (5) according to the cumulative guarantee amount for 12 consecutive months; According to the calculation principle, the guarantee amount of the company within one year exceeds (VI) 30% of laws, administrative regulations, departmental rules and the latest audited total assets; (VI) insurance coverage of shareholders, actual controllers and their related parties by the Shanghai Stock Exchange or other liabilities specified in the articles of association.
The guarantee provided;
（7） When the board of directors deliberates the guarantee matters, in addition to (7) laws, administrative regulations, departmental rules and regulations, which shall be adopted by more than half of all directors, it must also guarantee more than two-thirds of the directors attending the meeting of the board of directors as stipulated by the Shanghai Stock Exchange or the articles of association. When the matter is deliberated and approved and the guarantee matter is deliberated by the board of directors of three-thirds of all independent directors, in addition to the consent of more than two of all independent directors. In addition to the approval of more than half of the directors in the body of the preceding paragraph, when the general meeting of shareholders must also pass the guarantee in Item (IV), it must be approved by more than two-thirds of the voting rights of the shareholders held by more than two-thirds of the directors present at the meeting of the board of directors, and passed by two-thirds of all independent directors. I agree. When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting
If the company violates the authority of the general meeting of shareholders and the board of directors to examine and approve External Guarantees specified in the articles of association, the company shall be prosecuted
The corresponding legal and economic responsibilities of the responsible person.
Article 44: the place where the company holds the general meeting of shareholders Article 44: the place where the company holds the general meeting of shareholders is: the place where the company is domiciled or the midpoint of the notice of the general meeting of shareholders is: the place where the company is domiciled or the place listed in the Notice of the general meeting of shareholders. Listed locations.
The general meeting of shareholders will set up a venue in the form of on-site meeting. The general meeting of shareholders will set up a venue and be held in the form of on-site meeting. The company can also provide network-based meetings. The company shall also provide network means to facilitate shareholders’ participation in the general meeting of shareholders. Shareholders provide convenience for shareholders to attend the general meeting of shareholders. If a shareholder participates in the general meeting of shareholders through the above methods, it shall be deemed that he has participated in the general meeting of shareholders through the above methods, and it shall be deemed that he has attended the general meeting of shareholders. Seats.
After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. The venue of the on-site meeting of the general meeting of shareholders shall not be changed. If it is really necessary to change, the convener shall be on the spot. If it is really necessary to make a change, the convener shall make an announcement at least 2 working days before the date of the on-site meeting, and make an announcement at least 2 working days before the date of the meeting and explain the reasons. Explain the reason.
Article 48 paragraph 4 if the board of supervisors agrees to convene a temporary shareholders’ meeting, it shall issue a notice of convening a shareholders’ meeting within 5 days after receiving the request. If the board of supervisors agrees to convene an extraordinary shareholders’ meeting, it shall issue a notice of convening a shareholders’ meeting within 5 days after receiving the request. The notice shall include the original notice of convening a shareholders’ meeting and the change of the original proposal in the notice, The change requested by the relevant shareholders shall be approved by the relevant shareholders. Meaning.
Article 49 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. If the general meeting of shareholders is held, they shall notify the board of directors in writing. At the same time, they shall send a machine to the CSRC where the company is located, and record it with the dispatched office of the CSRC and the stock exchange where the company is located. Filing with the stock exchange.
Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall hold a shareholding ratio of not less than 10% before the announcement of the resolution of the general meeting of shareholders. The proportion of shares shall not be less than 10%.
When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the East general meeting of the general meeting of shareholders, when issuing the notice of the resolution of the East general meeting of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit the relevant certification materials of the local dispatched office of the CSRC and the securities exchange to the local dispatched office of the CSRC and the stock exchange of the company. Relevant supporting materials submitted by the exchange.
Article 55 the notice of the general meeting of shareholders includes the following contents:
（1） Time, place and duration of the meeting; (I) time, place and duration of the meeting (II) matters and proposals submitted to the meeting for deliberation; Limit; （3） Explain in obvious words: all shareholders (II) the matters and proposals submitted to the meeting for deliberation; Have the right to attend the general meeting of shareholders, and can entrust in writing (III) to explain in obvious words: all shareholders have the right to attend the meeting and vote by proxy, and can entrust in writing that the proxy does not need to be a shareholder of the company; If a proxy is entrusted to attend the meeting and vote, the share (4) has the right to attend the shareholders’ meeting. The shareholder’s equity registration agent does not need to be a shareholder of the company;
Date recording; (IV) equity of shareholders entitled to attend the general meeting of shareholders (V) name, telephone number and registration date of permanent contact person for meeting affairs;
Code. (V) name and telephone number of permanent contact person for conference affairs
