Hengdian Group Dmegc Magnetics Co.Ltd(002056)
Comparison table of amendments to the articles of Association
In accordance with the provisions of 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, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, administrative regulations, departmental rules and normative documents, at the same time, Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as “the company”) has changed the business scope of the company in combination with strategic development and actual business needs, and plans to amend the corresponding provisions of the articles of association. The specific amendments are as follows:
Serial No. original articles of association content modified content
Article 1 to safeguard Hengdian Group Dmegc Magnetics Co.Ltd(002056) Article 1 to safeguard Hengdian Group Dmegc Magnetics Co.Ltd(002056) (hereinafter referred to as the “company”), the cooperation between the company’s shareholders and creditors (hereinafter referred to as the “company”), the legitimate rights and interests of shareholders and creditors, and standardize the organization and behavior of the company, In accordance with the people’s Republic of China, standardize the organization and behavior of the company, and in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the company law of the people’s Republic of China (hereinafter referred to as the company law) and the Securities Law of the people’s Republic of China (hereinafter referred to as the Securities Law) The securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), 1 the articles of association of the Communist Party of China (hereinafter referred to as the party constitution), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution), the guidelines for the articles of association of listed companies, the guidelines for the articles of association of companies listed on Shenzhen Stock Exchange Relevant provisions such as the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the Shenzhen Securities rules (hereinafter referred to as the Listing Rules), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (hereinafter referred to as the guidelines for the self discipline supervision and regulation of listed companies of Shenzhen Stock Exchange No. 1 – Guidelines for the standardized operation of the main board), etc, Formulate the articles of association. These articles of association are formulated in accordance with the relevant provisions on the standardized operation of listed companies (hereinafter referred to as “standardized operation”).
Article 3 the company issued 60 million RMB ordinary shares to the public for the first time on July 3, 2006 with the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Nuclear Regulatory Commission (hereinafter referred to as the “CSRC”), 60 million 2 ordinary shares in RMB were issued to the public for the first time. It was listed in Shenzhen Stock Exchange (in shares, in Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on August 2, 2006, and the company was listed in September 2007 (hereinafter referred to as “Shenzhen Stock Exchange”).
On the 20th, with the approval of the China Securities Regulatory Commission, it publicly issued additional shares to the public
RMB 25.45 million ordinary shares were issued on October 29, 2007
Listed on Shenzhen Stock Exchange.
Article 13 after registration according to law, the business scope of the company is: Article 13 after registration according to law, the business scope of the company is: providing catering, accommodation, dance hall and karaoke for the reception of the company’s guests. General items: production of magnetic materials; Sales of magnetic materials; OK service (operated with license). Manufacturing of magnetic equipment, batteries, photovoltaic equipment and components; Sales of photovoltaic equipment and components; Manufacturing of lithium ion power batteries, electronic products, crystalline silicon Cecep Solar Energy Co.Ltd(000591) batteries, electronic components and electromechanical component equipment; Sales of electronic components and electromechanical components and equipment; Battery manufacturing; Battery sales; R & D, design, production and sales of gas, wafer, Cecep Solar Energy Co.Ltd(000591) silicon wafer and components, liquid separation and purification equipment sales; Technical service, technology development, 3 sales, water purifier, water treatment equipment, air purifier, ammonium sulfate, technical consultation, technical exchange, technology transfer and technology promotion; Sales of goods: methyl pyrrolidone; Photovoltaic system engineering installation, high-tech import and export; Technology import and export. (in addition to the development and technical consultation of scientific and technological products, industrial investment and business progress of projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license)
Export business (see the approval of foreign trade and Economic Cooperation Department for details). Licensed items: electrical installation services; Food and Beverages; Accommodation services; Song and dance entertainment activities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Serial No. original articles of association content modified content
Article 18 the sponsor shareholders of the company are Nanhua Development Group Co., Ltd., Dongyang chemical fiber textile factory, Zhejiang puluokangyu Co., Ltd., Dongyang chemical fiber textile factory, Zhejiang puluokangyu biopharmaceutical Co., Ltd., Dongyang No. 9 organic synthetic chemical plant and Pharmaceutical Co., Ltd Dongyang No. 9 organic synthetic chemical plant and Dongyang Jingjiang chemical plant. Jingjiang chemical plant.
Among them, Nanhua Development Group Co., Ltd. takes the operating assets owned by it and invested by Nanhua Development Group Co., Ltd. as the capital contribution, and this part of the assets take the operating assets owned by it as the capital contribution on July 1, 1998 after evaluation and confirmation, This part of assets is converted into 114 million legal person shares at the ratio of 1:0.6547 and 1:0.6547, accounting for 95% of the company’s initial public offering of legal person shares; 95% of the total share capital of the other four promoters; The other promoters made their respective contributions in cash with the same amount on March 23, 1999. They made their respective contributions in cash with the same amount of RMB 2.2911 million and a total of RMB 2.2911 million in the same proportion, which were converted into 6 million legal person shares in the same proportion, accounting for 1.5 million legal person shares before the company’s initial public offering, The proportion of capital contribution is 1.25%.
5% of the total amount of the project.
The company made its initial public offering of RMB in August 2006
60 million shares. Shares of the company after the initial public offering
The total number is changed to 180000000 shares, and the sponsor shareholders hold 12000 shares
10000 shares, including Hengdian Group Holding Co., Ltd. (November 2015)
On June 10, Nanhua Development Group Co., Ltd. transferred its equity
To Hengdian Group Holding Co., Ltd., holding 114 million shares,
Dongyang chemical fiber textile factory, Zhejiang puluokangyu biopharmaceutical Co., Ltd
Dongyang No. 9 organic synthetic chemical plant and Dongyang Jingjiang Chemical Co., Ltd
Each factory holds 1.5 million shares; Public shareholders hold 6000 shares
40000 shares.
The company publicly issued additional RMB ordinary shares in October 2007
25.45 million shares. After the completion of the additional issuance, the total number of shares of the company changes
It is 205.45 million shares, all of which are tradable shares, including limited sales
There are 114 million shares in circulation, which are controlled by Hengdian group
Held by a limited company; Tradable shares with unlimited conditions 9145
Ten thousand shares.
The transfer of the company’s capital reserve was implemented on May 6, 2008
Capital increase plan to the company as of December 31, 2007
The share capital of 205.45 million shares is transferred to all shareholders for every 10 shares
The proportion of increasing 10 shares is converted from capital reserve to share capital, and the total conversion is increased
The share capital is 205.45 million shares. After the increase, the company’s share capital is changed to
410.9 million shares.
The company implemented Hengdian Group Dmegc Magnetics Co.Ltd(002056) a on January 27, 2011
Grant of restricted stock incentive plan, total incentive granted
The total number of shares of the target is 15 million. After the grant, the share capital of the company will be changed
425.9 million shares.
The company terminated the implementation of Hengdian on December 28, 2011
A-share restricted stock incentive plan of China Eastern magnetic Corporation
15 million restricted shares were purchased and cancelled, and the repurchase and cancellation were completed
After completion, the share capital of the company was changed to 410.9 million shares.
The company implemented the transfer of capital reserve to
Serial No. original articles of association content modified content
Share capital increase plan to the company as of December 31, 2015
The capital stock is 410.9 million shares, which is transferred to all shareholders for every 10 shares
The proportion of increasing 10 shares is converted from capital reserve to share capital, and the total conversion is increased
The share capital is 410.9 million shares. After the increase, the company’s share capital is changed to
821.8 million shares.
The company implemented the capital reserve transfer on April 26, 2017
Share capital increase plan to the company as of December 31, 2016
The share capital is 821.8 million shares, which is transferred to all shareholders for every 10 shares
The proportion of increasing 10 shares is converted from capital reserve to share capital, and the total conversion is increased
The share capital is 821.8 million shares. After the increase, the company’s share capital is changed to
164.36 million shares.
By the end of February 2020, the company has repurchased special securities account
The account holds 16887926 shares of the company’s shares, which are exclusively used by the company for repurchase
The purpose of the shares held in the securities account shall be adjusted and used by the original plan
The equity incentive is adjusted to be cancelled to reduce the registered capital. After cancellation,
The total share capital of the company will be reduced by 16887926 shares
1643 Shanghai Pudong Development Bank Co.Ltd(600000) shares were changed to 1626712074 shares.
Article 19 the total number of shares of the company is 1626712074 Article 19 after several share changes, the company now has 5 shares. The capital structure of the company is: 1626712074 ordinary shares, the total number is 1626712074 shares, and the capital structure of the company is: shares. 1626712074 ordinary shares.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23. The provisions of laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of shares of the company: (I) reduce 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) merger and division of the company made by shareholders to the general meeting of shareholders; 6 (IV) merger and division of the company made by shareholders to the general meeting of shareholders
