Securities code: Guangdong Rifeng Electric Cable Co.Ltd(002953) securities abbreviation: Guangdong Rifeng Electric Cable Co.Ltd(002953) Announcement No.: 2022008 bond Code: 128145 bond abbreviation: RiFeng convertible bond
Guangdong Rifeng Electric Cable Co.Ltd(002953)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to further improve corporate governance and standardize the operation 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 for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and other relevant laws, regulations and normative documents, At the same time, combined with the actual situation of Guangdong Rifeng Electric Cable Co.Ltd(002953) (hereinafter referred to as "the company"), the company held the 27th meeting of the Fourth Board of directors on March 4, 2022, deliberated and adopted the proposal on Amending the articles of association. Now the relevant matters are announced as follows: I. change the registered capital of the company
On March 4, 2022, the company held the 27th meeting of the Fourth Board of directors, which deliberated and adopted the proposal on repurchase and cancellation of some restricted shares. The total number of restricted shares to be repurchased and cancelled is 46368.
After the cancellation of this repurchase, the total share capital of the company will be reduced from 243360219 shares to 243313851 shares, and the registered capital of the company will be reduced from 243360219 yuan to 243313851 yuan accordingly. 2、 Amend some articles of the articles of Association
The company intends to make corresponding amendments to the articles of association in accordance with the changed registered capital and the relevant requirements of the guidelines for the articles of association of listed companies (revised in 2022). The specific amendments are as follows:
Original articles of association revised articles of Association
Chapter I General Provisions chapter I General Provisions
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and administrative regulations. A joint stock limited company established by laws and administrative regulations.
The company is established by way of initiation. It is established in Zhongshan Industrial and Commercial Corporation by way of initiation. It is registered with Zhongshan Municipal Administration of Commerce and industry and obtained a business license. It is registered with the injection field supervision and Administration Bureau and obtained a business license. The serial number is 442 China Vanke Co.Ltd(000002) 87040. 1. The social credit code is 91442 Shenyang Chemical Co.Ltd(000698) 1927364.
Article 6 registered capital of the company: RMB 243360219 Article 6 registered capital of the company: RMB
Yuan. 243313851 yuan.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter III shares Chapter III shares
Article 19 the total number of shares of the company is 243360219, and Article 20 the total number of shares of the company is 243313851, all of which are ordinary shares in RMB. Shares, all RMB ordinary shares.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except under any of the following circumstances:
Acquiring shares of the company: (I) reducing the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; Dissent from the division resolution and require the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds converted into shares; (VI) the value of the listed company and shareholders' equity must be maintained. Required. Except for the above circumstances, the company shall not acquire the shares of the company. Article 24 the company may purchase its own shares through Article 25. The company may purchase its own shares through public centralized trading, or through laws and regulations and China's public centralized trading, or through laws and regulations and other methods approved by the CSRC. Other methods approved by the CSRC.
If the company purchases its shares under the circumstances specified in items (V) and (VI) of Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it shall purchase its shares through public centralized trading, It shall be conducted through open centralized trading. conduct.
Article 25 Where the company acquires the shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 and Article 26 of the articles of association due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of Association, it shall be subject to the resolution of the general meeting of shareholders; The purchase of the company's shares by the company shall be subject to the resolution of the general meeting of shareholders; If the company purchases the shares of the company under the circumstances specified in items (V) and (VI) of Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association or the shareholders' company's shares, or in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting, With the authorization of the board meeting attended by more than two-thirds of the directors and the resolution of the board meeting attended by more than two-thirds of the directors.
Resolutions of the board meeting.
After the company purchases the company's shares in accordance with paragraph 1 of Article 23 of the articles of association and receives the company's shares in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; Article (II) shall be cancelled within 10 days from the date of acquisition; If it belongs to item (II) or (IV), it shall be transferred to item (II) or (IV) within 6 months. If it belongs to item (II) or (IV), it shall be transferred or cancelled within 6 months; It belongs to items (III) and (V) and is transferred or cancelled within months; In the case of items (III) and (VI), and in the case of items (V) and (VI) of the company jointly held by the company, the total number of shares held by the company shall not exceed the total issued shares of the company, and some shares of the company shall not exceed 10% of the issued shares of the company, and shall be transferred or cancelled within 3 years. 10% of the total shares and shall be transferred or cancelled within three years.
Article 29 shareholders holding more than 5% of the shares and shareholders, directors, supervisors and senior managers holding more than 5% of the shares in Article 30 shall transfer the directors, supervisors and senior managers they hold, Sell the company's shares or other equity securities held by it within six months after buying the company's shares or other equity securities, or sell them within six months after buying them, or buy them again within six months after selling them, and the proceeds from this shall belong to the company and buy them again within six months, The income thus obtained belongs to the company, and the board of directors of the company shall recover the income. However, the board of directors of a securities company shall recover its income. However, unless the securities company holds more than 50% of the shares due to the purchase of the remaining shares after the package sale, and the company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as more than 5% of the shares of the securities regulatory authority under the State Council, and other circumstances stipulated by the CSRC. Except under other circumstances.
Chapter IV shareholders and general meetings Chapter IV shareholders and general meetings
Article 40 the general meeting of shareholders is the authority of the company, and Article 41 the general meeting of shareholders is the authority of the company according to law, exercising the following functions and powers: exercising the following functions and powers according to law:
（14） (14) to review and approve the guarantee matters specified in Article 42 of the articles of Association; Guarantee matters of the;
（15） (15) to examine and approve the foreign investment matters specified in Article 43 of the articles of Association; Foreign investment;
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan;
Article 51 If the board of supervisors or shareholders decide to convene a 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 a general meeting of shareholders, 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.
Case. 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%.
Not less than 10%. The board of supervisors or convening shareholders shall send the notice of the general meeting of shareholders, and the convening shareholders shall send relevant supporting materials to the CSRC where the company is located when sending the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders and the general meeting of shareholders, and when submitting the resolution announcement to the stock exchange. Institutions and stock exchanges shall submit relevant supporting materials. Article 55 when the company convenes the general meeting of shareholders, the board of directors and the supervisor Article 56 when the company convenes the general meeting of shareholders, the board of directors, the board of supervisors and the shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company. Shareholders of shares have the right to make proposals to the company.
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For the proposals not listed in the notice of the shareholders' meeting or not in conformity with Article 5 of the articles of association or not in conformity with Article 14 of the articles of association, the shareholders' meeting shall not vote on the proposals specified in Article 55, and the shareholders' meeting shall not make statements and make resolutions. And make resolutions.
Article 58 the notice of the general meeting of shareholders includes the following contents Article 57 the notice of the general meeting of shareholders includes the following contents:
Rong: (I) convener of the meeting;
(I) convener of the meeting; (II) time, place, mode and duration of the meeting (II) time, place, mode and duration of the meeting; Limit;
(III) matters and proposals submitted to the meeting for deliberation; (III) matters and proposals submitted to the meeting for deliberation;
(IV) in obvious words: all shareholders have the right to (IV) in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of the shareholder does not need to be the company's agent to attend the meeting and vote, The shareholder's agent need not be a shareholder of the company; Shareholders of the company;
(V) equity registration of shareholders entitled to attend the general meeting of shareholders (V) equity registration date of shareholders entitled to attend the general meeting of shareholders; Day;
(VI) name and telephone number of permanent contact person for conference affairs. (VI) name and telephone number of permanent contact person for conference affairs; (VII) voting time and procedures by network or other means.
Article 81 the following matters shall be passed by special resolution at the general meeting of shareholders Article 82 the following matters shall be passed by special resolution at the general meeting of shareholders:
(II) division, merger, dissolution, liquidation and transformation of the company (II) division, division, merger, dissolution and change of corporate form of the company;
