Securities code: Henan Qingshuiyuan Technology Co.Ltd(300437) securities abbreviation: Henan Qingshuiyuan Technology Co.Ltd(300437) Announcement No.: 2022014 Henan Qingshuiyuan Technology Co.Ltd(300437)
About increasing registered capital, changing registered address and revising
Announcement of 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.
Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as "the company") publicly issued 4.9 million convertible corporate bonds (hereinafter referred to as "convertible bonds" or "Qingshui convertible bonds") in 2019, and the convertible bonds were listed on Shenzhen Stock Exchange from July 15, 2019. On December 25, 2019, Qingshui convertible bonds entered the stock conversion period. From the start of stock conversion to the redemption date (November 30, 2021), the cumulative number of shares converted by Qingshui convertible bonds was 40741132, the total number of shares of the company increased from 218321965 to 259063097, and the corresponding registered capital was changed from 218321965 yuan to 259063097 yuan. At the same time, according to the needs of the company's operation and development, the registered address of the company was changed from "the North neighbor of Zhengxing corn company on the east side of national highway 207 in Fucheng Town, Jiyuan City, Henan Province" to "the intersection of Kegong road and Wenbo Road, Huling high tech Zone, Jiyuan City, Henan Province". The corresponding provisions of the articles of association shall be revised simultaneously.
The company revised the articles of association in accordance with the latest guidelines for the articles of association of listed companies (revised in 2022) and other laws, regulations and normative documents issued by China Securities Regulatory Commission, as well as the relevant rules of Shenzhen Stock Exchange and the actual needs of corporate governance. The details are as follows:
1、 The deliberation procedure of increasing registered capital, changing registered address and amending the articles of association was held at the 11th meeting of the 5th board of directors on March 7, 2022, and the proposal on increasing registered capital, changing registered address and amending the articles of association was deliberated and adopted, which is conducive to the smooth handling of the company's registered capital For the registration of change of registered address and the filing of the articles of association, the board of directors shall submit to the general meeting of shareholders to authorize the board of directors of the company to designate a special person to go through relevant procedures.
2、 The details are as follows:
After the revision of the original system
Article 5 company domicile: Fucheng Town, Jiyuan City, Henan province article 5 company domicile: North of Zhengxing corn company on the east side of national highway 207 of Huling hi tech, Jiyuan City, Henan Province; Intersection of Kegong road and Wenbo road in postal district; Postal Code: 459000. 459000。
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 218321965. 259063097 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.
Article 19 the total number of shares of the company is 218321965 Article 20 the total number of shares of the company is 259063097 shares, all of which are ordinary shares in RMB. Shares, all RMB ordinary shares.
Article 37 shareholders of the company shall undertake the following obligations: Article 38 shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association; (II) pay the shares according to the shares subscribed and the method of participation; (II) pay the share capital according to the shares subscribed and the method of participation; Gold;
(III) no withdrawal except as provided by laws and regulations; (III) no withdrawal except as provided by laws and regulations; Shares;
(IV) not abusing shareholders' rights to damage the company or other shareholders; (IV) not abusing shareholders' rights to damage the interests of the company or other shareholders; The independent status of the company's legal person and the interests of shareholders shall not be abused; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors; Shareholders' limited liability damages the interests of creditors of the company; If the shareholders of the company abuse their rights and cause losses to the company or other shareholders (V) as required by laws, administrative regulations and the articles of association, they shall be liable for compensation according to law. Other obligations. Where the shareholders of the company abuse the independent status of the legal person of the company and the shareholders have the right to abuse the rights of the shareholders, give the company or other share limited liabilities, evade debts, seriously damage the company's creditors and cause losses, they shall be liable for compensation according to law. If it is beneficial, it shall be jointly and severally liable for the debts of the company. The shareholders of the company abuse the independent status of the company's legal person and the shareholders have (V) other obligations that should be limited by laws, administrative regulations and the articles of association to evade debts and seriously damage the interests of the creditors of the company. If it is beneficial, it shall be jointly and severally liable for the debts of the company.
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. It shall exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan; (II) elect and replace directors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors; To decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan; (V) review and approve the company's annual financial budget plan and final settlement plan; Final settlement plan;
(VI) review and approve the company's profit distribution plan and loss recovery plan (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss plan;
(VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital; Discussion;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) merger, division, dissolution and liquidation of the company or (IX) merger, division, dissolution, liquidation or
Make a resolution on changing the form of the company; Make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Issue resolutions;
（12） (12) to consider the guarantee matters specified in Article 42, the transaction matters specified in Article 42, the transaction matters specified in Article 43 and the related party transaction matters specified in Article 44; Related party transactions as required;
（13） Review the purchase and sale of major assets by the company within one year (XIII) 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;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan; （15） Review the employee stock ownership plan, laws and regulations or administrative departments; (XVI) other matters that shall be decided by the general meeting of shareholders in accordance with the articles of Association (XVI) review laws, administrative regulations, departmental rules or items.
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. It 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 exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 41 the following external guarantee acts of the company Article 42 the following external guarantee acts of the company shall be submitted to the general meeting of shareholders for review after being deliberated and approved by the board of directors. When they are deliberated and approved by the board of directors, they shall be submitted to the general meeting of shareholders for review:
(I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets; Guarantee of 10% of net assets;
(II) the total amount of guarantee provided by the head office and its subsidiaries in the latest period exceeds 50% of the net assets of the holding company and its subsidiaries in the latest period after the audit; Any guarantee provided later;
(III) providing guarantee for the guarantee object with asset liability ratio exceeding 70% (III) providing guarantee for the guarantee object with asset liability ratio exceeding 70%; Guarantee for supply;
(IV) the guarantee amount exceeds 50% of the latest audited net assets of the company in 12 consecutive months and the absolute amount exceeds 50% of the latest audited net assets of the company in 12 consecutive months and the absolute amount exceeds 50 million yuan; 50 million yuan;
(V) the guarantee amount exceeds 30% of the company's latest audited total assets in 12 consecutive months; 30% of the total assets audited in the latest period;
(VI) providing guarantees to shareholders, actual controllers and their affiliates; (VI) providing guarantees to shareholders, actual controllers and their affiliates; Guarantee of;
(VII) other guarantees stipulated by relevant departments and the articles of association. (VII) other guarantees stipulated by relevant departments and the articles of association In case of any loss caused to the company by providing external guarantee in violation of the examination and approval authority and deliberation procedures stipulated in the articles of association, the company shall investigate the responsibilities of the relevant responsible personnel.
……
Article 52 the board of supervisors or shareholders decide to convene the shareholders' meeting on their own Article 53 If the board of supervisors or shareholders decide to convene the shareholders' meeting on their own, they shall notify the board of directors in writing. At the same time, they shall notify the board of directors in writing if they decide to convene the shareholders' meeting of the company. At the same time, they shall file with the local office of the CSRC and the Shenzhen Stock Exchange.
Filed by. 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%. When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall send supporting materials to the CSRC where the company is located when submitting the announcement of the resolution of the general meeting to the Shenzhen Stock Exchange. The issuing institution and the stock exchange shall submit relevant supporting materials.
Article 58 the notice of the general meeting of shareholders includes the following contents Article 59 the notice of the general meeting of shareholders includes the following contents:
(I) 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; (II) matters and proposals submitted to the meeting for deliberation;
(III) in obvious words: all shareholders have the right (III) in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust a proxy in writing to attend the general meeting of shareholders, and can entrust a proxy in writing to attend the meeting and vote. The proxy does not need to be the company's meeting and vote, The proxy need not be a shareholder of the company; Shareholders of the company;
(IV) equity registration of shareholders entitled to attend the general meeting of shareholders (IV) equity registration date of shareholders entitled to attend the general meeting of shareholders;
