Securities code: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) securities abbreviation: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Announcement No.: 2022017 Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Announcement on increasing the registered capital of the company and 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.
Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”) publicly issued 2540000 convertible corporate bonds (hereinafter referred to as “convertible bonds” or “Jiuwu convertible bonds”) in 2020. The convertible bonds were listed on Shenzhen Stock Exchange from April 17, 2020. On September 28, 2020, “Jiuwu convertible bonds” entered the stock conversion period, and the bondholders can convert the “Jiuwu convertible bonds” they hold into the company’s shares at the par value according to the current stock conversion price. On October 21, 2021, after deliberation and approval by the board of directors of the company, “Jiuwu convertible bonds” stopped the conversion of shares, and was delisted in Shenzhen Stock Exchange on October 29, 2021. From January 1, 2021 to October 20, 2021, the total share capital of the company increased by 10895910 shares due to the conversion of “Jiuwu convertible bonds”. Meanwhile, in 2021, the company issued 3121212 shares to specific objects through simple procedures, and the newly issued shares were listed on the Shenzhen Stock Exchange gem on January 20, 2022.
Based on the above reasons, the total share capital of the company increased from 108624902 shares at the end of 2020 to 122642024 shares, the registered capital of the company increased from 10862490200 yuan to 12264202400 yuan, and the corresponding provisions of the articles of association were revised simultaneously.
Meanwhile, 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 review procedure of changing the registered capital and amending the articles of Association
The 27th meeting of the seventh board of directors was held on February 26, 2022, which considered and adopted the
The proposal to increase the company’s registered capital and amend the articles of association is registered for the smooth handling of the change of the company’s registered capital
Taking into account the filing of the articles of association and other matters, the board of directors shall request the general meeting of shareholders to authorize the board of directors of the company to appoint a special person to do it
Handle relevant procedures. This amendment will take effect after being deliberated and approved by the general meeting of shareholders.
2、 Revision of the articles of Association
The main amendments to the articles of association are as follows:
Before and after revision
S / N content s / N content
Article 6 the registered capital of the company is 108624902 yuan. Article 6 the registered capital of the company is RMB 122642024.
According to the provisions of the articles of association of the Communist Party of China, the company establishes the party organization and carries out party activities in accordance with Article 12 of the new articles 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 108624902, and the total number of shares of the company is 122642024. The stock structure of the company is: 108624902 ordinary shares, and other types of shares. Article 20 the structure is: 122642024 ordinary shares and 0 shares of other types. Class shares: 0 shares.
Under the following circumstances, the company may purchase its own shares in accordance with laws and administrative laws. However, in the following cases, the provisions of Article 20, departmental rules and the articles of association are excluded from the acquisition of one of the twenty fourth forms of the company:
Article 3 shares of the company:
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A company may acquire its own shares through a public centralized company, or through a public centralized transaction, or a transaction approved by laws and regulations and the CSRC, or other methods approved by laws and regulations and the CSRC. In other ways.
Article 20 when purchasing the shares of the company, the company shall purchase the shares of the company in accordance with Article 25 of the people’s Republic of China, and shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Article the obligation of information disclosure shall be fulfilled in accordance with the provisions of the securities law of the people’s Republic of China. If the company purchases the shares of the company under the circumstances specified in items (V) and (VI) of the company in accordance with item (III) of Article 23 and item (V) and (VI) of Article 24 of the articles of association, it shall purchase the shares of the company through public centralized trading, It shall be conducted through open centralized trading. that ‘s ok.
If the company purchases its shares due to items (I) and (II) of Article 23 of the articles of association and items (I) and (II) of Article 24 of the articles of association, it shall purchase its shares due to major reasons of shareholders, and it shall be subject to the resolution of the general meeting of shareholders.
The company has made a resolution in accordance with Article 23 (III) of the articles of association. If the company acquires the shares of the company under the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, more than two-thirds of the directors shall purchase the shares of the company, At least two-thirds of the board of directors shall attend the meeting. Article 26 resolutions of the board meeting attended by the board of directors.
Article 5 the company shall purchase the shares of the company in accordance with the provisions of Article 23. The company shall purchase the shares of the company in accordance with the provisions of Article 24
In the case of cancellation within 10 days after the date of acquisition (I); Cancellation within 10 days from the date of (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months. Under such circumstances, it shall be transferred or cancelled within 6 months. If items (III), (V) and (VI) belong to items (III), (V) and (VI), the total number of shares of the company held by the company shall not be. If items (III), (V) and (VI) belong to items (III), (V) and (VI), the total number of shares of the company held by the company shall not be
More than 10% of the total issued shares of the company and more than 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years. Transfer or cancellation within 3 years.
The general meeting of shareholders is the authority of the company. It is the authority of the company and exercises the following functions and powers according to law:
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（12） Deliberating and approving the transactions specified in Article 41 (12) deliberating and approving the transactions specified in Article 42; Item;
（13） Deliberating and approving the provision of financial assistance as stipulated in Article 42 (13) deliberating and approving the provision of financial assistance as stipulated in Article 43; Financial assistance;
Article 40 (14) to review and approve the external guarantee matters specified in Article 43; Article 41 (14) to review and approve the external guarantee matters specified in Article 44; Insurance matters;
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（19） Review the equity incentive plan or employee stock ownership plan; （19） Review the equity incentive plan and employee stock ownership plan; （20） In accordance with item (I) of Article 23 of the articles of association and (20) in accordance with items (I) and (II) of Article 24 of the articles of association, review and approve the acquisition of the circumstances specified in Item (II) of the company and the plan for the acquisition of shares of the company; Share scheme of the company;
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The financial assistance provided by the company falls into one of the following circumstances:
It shall be submitted to the general meeting of shareholders after being deliberated and approved by the board of directors
Deliberation: the financial assistance provided by the company falls into one of the following circumstances:
(I) if the funded object has the latest audited negative assets, it shall be submitted to the general meeting of shareholders after being deliberated and approved by the board of directors, and the debt ratio exceeds 70%; consideration:
(II) the amount of single financial assistance or 12 consecutive months (I) the cumulative amount of financial assistance provided by the funded object within the 40th of the latest audited negative assets exceeds the company’s debt ratio of the 43rd most recent month by more than 70%;
Article 2 10% of the audited net assets in phase I; Article (II) the amount of single financial assistance or the cumulative amount of financial assistance provided by Shenzhen Stock Exchange or these articles of Association for 12 consecutive months exceeds other recent situations of the company. 10% of the audited net assets in phase I;
(III) the company takes the provision of loans, loans and other financing business as its main business as stipulated by the Shenzhen Stock Exchange or the articles of association, or the object of funding is the scope of the company’s consolidated statements.
For holding subsidiaries with a shareholding ratio of more than 50%, exemption shall be granted
The provisions of the preceding paragraph shall apply.
The following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
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Article 40 the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a wholly-owned subsidiary for a holding subsidiary. The 44th company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary. Other shareholders of the holding subsidiary shall provide guarantee according to their shares. The other shareholders of the holding subsidiary shall provide guarantee according to their shares
