Securities code: Monalisa Group Co.Ltd(002918) securities abbreviation: Monalisa Group Co.Ltd(002918) Announcement No.: 2022019 bond Code: 127044 bond abbreviation: Mona convertible bond
Announcement on change of registered capital and amendment of 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.
Monalisa Group Co.Ltd(002918) (hereinafter referred to as “the company”) held the 12th meeting of the third board of directors on March 8, 2022, deliberated and adopted the proposal on changing the registered capital and amending the articles of association. The relevant information is hereby announced as follows:
1、 Changes in registered capital
(I) after the deliberation and approval of the 31st meeting of the second board of directors and the 23rd Meeting of the second board of supervisors, the exercise conditions of the second exercise period of the company’s 2018 stock option incentive plan have been achieved, the number of stock options that can be exercised is 397239, and the exercise mode is independent exercise. The exercise period is from December 28, 2020 to December 27, 2021. As of the announcement date, the incentive objects exercised 397239 million shares in the second exercise period, increasing the share capital by 397239 million shares.
(II) approved by the fourth extraordinary general meeting of shareholders in 2021, the second meeting of the third board of directors and the second meeting of the third board of supervisors, the company was approved to implement the restricted stock incentive plan in 2021, and 4.42 million restricted shares were granted to 49 eligible incentive objects on July 16, 2021, and the listing date was September 24, 2021, The stock source is the company’s A-share common stock issued to the incentive object.
To sum up, the total share capital of the company increased from 406107900 shares to 414500290 shares, and the registered capital increased from 406107900 yuan to 414500290 yuan.
2、 Amendments to the articles of Association
According to the above changes in registered capital, as well as the latest provisions of relevant laws, regulations and normative documents such as 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), the guidelines for self regulatory supervision of listed companies No. 1 – standardized operation of listed companies on the main board, In combination with the actual situation of the company, the articles of association are amended accordingly. The specific amendments are as follows:
Original articles of association and revised articles of Association
Article 2 the company is established in accordance with the company law. Article 2 the company is established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration, the regulations of the people’s Republic of China on the administration of company registration and other relevant laws and regulations A joint stock limited company established in accordance with the provisions of laws and regulations. Limited company.
The company was established in the form of overall change initiation. The company was established in the form of overall change initiation. It was registered with and received the business license of enterprise legal person from Foshan market supervision administration. The “business license” is issued, and the unified social credit code is 91440 Bright Real Estate Group Co.Limited(600708) 114839j.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 406107900. 4145029 million yuan.
Article 19 the total number of shares of the company is 4061079. Article 19 the total number of shares of the company is 4145029 million shares, all of which are ordinary shares. 10000 shares, all ordinary shares.
Article 21 according to the needs of operation and development, according to the provisions of laws and regulations, according to the needs of operation and development, according to the needs of shareholders, according to the provisions of laws and regulations, and according to the resolutions made by the general meeting of shareholders, the company may adopt the following methods to increase the number of meetings to make resolutions respectively, Capital can be increased in the following ways:
(I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) laws and administrative regulations, Chinese (V) laws and administrative regulations and other methods approved by the CSRC. Other methods approved by the CSRC.
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 the shares of the company in accordance with laws, administrative regulations, departmental rules and this chapter, and in accordance with the provisions of laws, administrative regulations, departmental rules and these articles of association:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; Merger;
(III) use shares for ESOP or (III) use shares for ESOP or equity incentive; Equity incentive;
(IV) the shareholders disagree with the company’s resolution on merger and division made by the general meeting of shareholders (IV) the shareholders disagree with the resolution on merger and division made by the general meeting of shareholders, require the company to purchase its shares; Of shares;
(V) use the shares to convert the corporate bonds issued by the company; (V) use the shares to convert the corporate bonds issued by the company into shares; Corporate bonds converted into shares;
(VI) the company is necessary to maintain the company’s value and shareholders’ rights. (VI) the company is necessary to maintain the company’s value and shareholders’ rights and interests.
Necessary for profit.
Except for the above circumstances, the company shall not buy or sell the shares of the company. Except for the above circumstances, the company shall not purchase the shares of the company. shares.
Article 24 the company may purchase its own shares. Article 24 the company may choose one of the following ways to purchase its own shares: it may choose one of the following ways:
(I) centralized bidding trading mode of the exchange; (I) centralized bidding trading mode of the exchange;
(II) method of offer; (II) method of offer;
(III) other methods approved by the CSRC. (III) other methods approved by the CSRC. If the company purchases its shares in accordance with item (III) of Article 23 of the articles of association or items (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall purchase its shares through public centralized transactions, which shall be carried out in public. Centralized trading.
Article 25 Where the company receives the purchase of shares of the company specified in items (I) and (II) of paragraph 1 of the receipt due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The acquisition of the company’s shares shall be subject to the resolution of the general meeting of shareholders in accordance with items (III) and (III) of Article 23 of the articles of association. If the company purchases the shares of the company specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association due to the circumstances specified in items (V) and (VI), and can purchase the shares of the company in accordance with the provisions of the articles of association or the circumstances, it shall be authorized by the general meeting of shareholders and adopted by the meeting of the board of directors attended by more than two-thirds of directors and more than two-thirds of directors.
Resolutions of the board meeting attended. In accordance with paragraph 1 of Article 23 of the articles of association, after the company purchases the shares of the company in accordance with the provisions of Article 23 of the articles of association, if the shares of the company belong to item (I), if they belong to item (I), they shall be cancelled within 10 days from the date of acquisition; It shall be cancelled within 10 days from the date of acquisition; If it falls under the circumstances of items (II) and (IV), it shall be transferred or cancelled within 6 months if it falls under the circumstances of items (II) and (IV); Transfer or cancellation within the third month; In the case of items (III), (V) and (VI), and in the case of items (V) and (VI) of the company, the total number of shares held by the company shall not exceed 10% of the total issued and issued shares of the company, and shall be within 10% of the total shares of the three lines, And shall be transferred or cancelled within three years.
Transfer or cancellation. When purchasing the shares of the company, the company shall purchase the shares of the company in accordance with the securities law. When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law, the stock listing rules of Shenzhen Stock Exchange, the securities law and the stock listing rules of Shenzhen Stock Exchange. Perform the obligation of information disclosure in accordance with the provisions of.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, managers 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 it holds within 6 months after purchase, and sell equity securities within 6 months after purchase,
Or buy again within 6 months after the sale, or buy again within 6 months after the sale, and the income from this will belong to the company. The board of directors of the company will recover the income, which will belong to the company, and the board of directors of the company will recover the income. However, securities companies gain after-sales income from underwriting purchases. However, securities companies holding more than 5% of the shares due to the purchase of after-sales surplus stocks through exclusive sales, and those holding more than 5% of the shares due to state owned surplus stocks, as well as other circumstances stipulated by the securities regulatory authority of the Chinese Academy of affairs and other circumstances stipulated by the CSRC. The time limit of six months is not applicable to the sale of the shares or other equity like directors, supervisors, senior managers and securities mentioned in the preceding paragraph. Shares held by natural person shareholders or other securities of the nature of directors, supervisors, senior managers and with equity as mentioned in the preceding paragraph, including their spouses, parents and children holding shares held by natural person shareholders or other shares with equity and held in the account of others or securities of other nature, including their spouses, parents Securities with equity nature held by children. The board of directors of some and other companies does not hold the shares held by others’ accounts or other securities with equity nature in accordance with the provisions of paragraph 1 of this article. If yes, 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 in accordance with the provisions of the preceding paragraph and the board of directors of the company fails to implement within the above-mentioned period, shareholders have the right to require the board of directors to implement within 30 days. The company has the right to directly report to the board of directors in its own name for the benefit of the company. If it fails to implement within the above-mentioned period, the shareholders have the right to bring a lawsuit to the people’s court. For the benefit of the company, directly bring a lawsuit in its own name to the board of directors of the people’s company, not in accordance with the provisions of paragraph 1 of this article. In case of execution, the responsible directors shall be jointly and severally liable in accordance with the law. The board of directors of the company fails to act in accordance with the law
