Shandong Delisi Food Co.Ltd(002330)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of this announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as “the company”) was called on February 27, 2022
The 17th meeting of the 5th board of directors was held, and the proposal on Amending the articles of association was considered and adopted. The specific contents are announced as follows:
1、 Description of the revision of the articles of Association
In order to further improve the corporate governance and standardize the company’s operation, the company is in accordance with the guidelines for the articles of association of listed companies (2022)
Revised in, Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and other relevant document requirements, in combination with the company’s development needs, and according to the company’s shares after the completion of the company’s non-public offering of A-Shares in 2020
According to the changes of this, it is proposed to revise the relevant provisions of the articles of association simultaneously. The specific amendments are as follows:
Comparison of amendments to the articles of Association
Original articles of association revised articles of Association
Article 5 the registered capital of the company is 502 million yuan. Article 5 the registered capital of the company is 637608790 yuan.
Article 18 the total number of shares of the company is 502 million, all of which are Article 18. The total number of shares of the company is 637608790, ordinary shares. Are ordinary shares.
Article 19 the company or its subsidiaries (including the company’s Article 19. The company or its subsidiaries (including its subsidiaries) shall not provide gifts, advances, guarantees, compensation or loans to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or other forms, Any subsidy for the purchase or proposed purchase of shares of the company. Provide any financial assistance to others.
Article 23 when purchasing the shares of the company, the company can choose to purchase the shares of the company in one of the following ways: through public centralized trading, or laws and administrative regulations (I) centralized bidding trading in stock exchanges; And other methods approved by the CSRC.
(II) method of offer
(III) other methods approved by the CSRC.
……
Article 28 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company, and the shareholders who hold more than 5% of the shares of the company, Sell the company’s shares or other equity securities held by the company within 6 months after the purchase, or buy them again within 6 months after the sale, and sell them within 6 months after the purchase, or the proceeds will belong to the company within 6 months after the sale, and the board of directors of the company will withdraw and buy them again, The income thus obtained belongs to the company, and the company has its income. However, the board of directors of the securities company will recover its income due to the purchase and sale of underwriting. However, if a securities company holds more than 5% of the shares due to the remaining shares, the sale of the shares is not subject to the time limit of more than 5% of the shares held by the remaining shares after the sale of the 6-purchase package. And other circumstances stipulated by the CSRC
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to comply with the provisions of paragraph 1 of this article within 30 days. If the board of directors of the company is not present, the shareholders have the right to require the board of directors to implement it within 30 days. If the company executes within the said time limit, the shareholders have the right to bring a lawsuit directly to the people’s court for the benefit of the company. If the board of directors fails to execute within the said time limit, the shareholders have the right to bring a lawsuit in their own name. The interests of the company shall directly bring a lawsuit in the people’s court in its own name. If the board of directors of the company fails to implement the provisions of paragraph 1, it shall be liable for litigation.
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 responsible directors shall bear joint and several liabilities according to law.
Article 39 the general meeting of shareholders is the authority of the company. According to Article 39, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
…… ……
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan Draw;
……
Article 40 the following external guarantees of the company shall be approved by the shareholders. Article 40 the following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders. It was deliberated and adopted by the Eastern Conference.
…… ……
(II) the accumulated guarantee amount within 12 consecutive months exceeds the total external guarantee amount of the company (II), and exceeds 30% of the latest audited total assets of the latest company; Any guarantee provided after 30% of the audited total assets; (III) provide guarantee for the guarantee object whose asset liability ratio exceeds 70% (III) the guarantee amount of the company within one year exceeds the guarantee provided by the company; Guarantee of 30% of the total assets audited in the recent period;
(IV) the amount of a single guarantee exceeds the latest audited net capital (IV) it is a guarantee of 10% of the assets of the guarantee object with an asset liability ratio of more than 70%; The guarantee provided;
(V) the accumulative amount of guarantee within 12 consecutive months exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 10% of the assets;
50 million yuan
……
Article 48 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. At the same time, if they decide to convene the general meeting of shareholders where the company is located, they shall notify the board of directors in writing. At the same time, they shall report to the agency dispatched by the CSRC and the stock exchange where the securities are located for the record.
Record of the exchange.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%. For example, it shall not be less than 10%.
The convening shareholders shall issue the notice of the general meeting of shareholders and the board of supervisors of the general meeting of shareholders or the convening shareholders shall issue the notice of the general meeting of shareholders
When announcing the resolution, submit relevant supporting materials to the stock exchange when announcing the resolution to the dispatched office of the CSRC and the general meeting of shareholders in the place where the company is located. Relevant supporting materials.
Article 49 Where the board of supervisors or shareholders convene the general meeting of shareholders on their own, the board of directors and the Secretary of the board of directors will cooperate. The board of directors and the Secretary of the board of directors will cooperate with the shareholders’ meeting of the directors. The board of directors shall provide the register of shareholders on the date of equity registration. The board of directors will provide the register of shareholders on the equity registration date.
Article 54 the notice of the general meeting of shareholders shall include the following contents:
…… ……
(V) name and telephone number of permanent contact person for conference affairs. (V) name and telephone number of permanent contact person for conference affairs; (VI) voting time and procedures by network or other means.
Article 66 the general meeting of shareholders shall be presided over by the chairman. Article 66 the general meeting of shareholders shall be presided over by the chairman. If the chairman or more than half of the directors are unable to perform their duties, the chairman or more than half of the directors cannot perform their duties. Chairman, the vice chairman is unable to perform his duties or fails to perform his duties The meeting shall be presided over by a director jointly elected by more than half of the directors
Article 76 the following matters shall be passed by special resolution at the general meeting of shareholders article 76 the following matters shall be passed by special resolution at the general meeting of shareholders:
(I) the company increases or decreases its registered capital; (I) the company increases or decreases its registered capital;
(II) division, merger, dissolution and liquidation of the company; (II) division, division, merger and dissolution of the company
…… And liquidation;
……
Article 77 shareholders (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent. Each shareholder (including shareholders’ agents) shall exercise their voting rights with the number of voting shares they represent, and each share shall have one vote.
Each member shall have one vote. When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. In case of a single item, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner.
The voting results shall be disclosed in a timely manner. The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and some shares of this department are not included in the total number of shares with voting rights attending the general meeting of shareholders.
Count. Where a shareholder holds more than 1% of the shares of the company or has the right to vote in accordance with the provisions of Article 63 of the company’s securities law, or the shareholders have more than 1% of the voting rights of the company’s board of directors The shares with the proportion specified by administrative regulations or the State Council shall not exercise the voting right in the investor protection machine established in accordance with the provisions of the securities regulatory authority of the people’s Republic of China 36 months after the purchase, and shall not be included in the total number of shares that can be collected or entrusted to the securities company and voting right as a soliciter. Securities service institutions and shareholders who publicly request the company’s shareholders to entrust them to represent the company’s board of directors, independent directors, shareholders who hold more than 1% of the shareholders’ general meeting with representation and exercise the proposal right, voting right and other shareholders’ voting rights on their behalf, or in accordance with laws, administrative regulations or rights. The solicitation of shareholders’ voting rights shall fully disclose to the solicited persons the specific voting intention and other information of investors established in accordance with the provisions of the securities regulatory authority under the State Council. It is prohibited to collect shareholders’ voting rights by means of paid or paid protection institutions in disguised form. They can act as collectors and collect shareholders’ voting rights by themselves or by means of proxy. The company shall not impose a minimum shareholding limit on companies soliciting voting bonds, securities service institutions, or publicly requesting the shareholders’ committee of the company. Entrust him to attend the shareholders’ meeting on his behalf and exercise the proposal right on his behalf
