Securities code: Beihai Gofar Chuanshan Biological Co.Ltd(600538) securities abbreviation: Beihai Gofar Chuanshan Biological Co.Ltd(600538) Announcement No.: pro 2022010
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
The 10th board meeting of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as "the company") was held on March 13, 2022
At the 15th meeting of the board of directors, the proposal on Amending the articles of association was deliberated and adopted. Relevant matters are hereby announced as follows:
1、 Reason for revision
In order to further improve the standard operation level of the company and improve the corporate governance structure, according to the guidelines for the articles of association of listed companies (2022)
Revised in, Shanghai Stock Exchange Stock Listing Rules (revised in 2022), rules for independent directors of listed companies (revised in 2022)
Revised) and other laws, regulations and normative documents such as the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation
According to the relevant provisions of the document and the registration results of the company's non-public offering of shares in 2021, combined with the actual situation of the company, it is proposed to
Some articles of the articles of association of the company are amended.
2、 Specific amendments to the articles of Association
Before and after revision
Article 3 the company is a joint stock limited company established by private placement. Article 3 the company is a joint stock limited company established by private placement, with a total share capital of 65.8 million shares at the time of establishment. It was fully established in January 1993, with a total share capital of 65.8 million shares at the time of establishment, which was fully raised in January 1993. The company was approved and raised by China Securities Regulatory Commission on December 19, 2002. With the approval of China Securities Regulatory Commission on December 19, 2002, the company issued 4500 RMB ordinary shares to the public for the first time and 45 million RMB ordinary shares to the public for the first time. It was listed on Shanghai Stock Exchange on January 14, 2003. Million shares were listed on the Shanghai Stock Exchange on January 14, 2003. The 2004 annual general meeting of shareholders held on April 12, 2005 passed the resolution of converting the reserve into share capital (8 shares for every 10 shares) and the resolution of converting the public fund into share capital (8 shares for every 10 shares). After the conversion, the total share capital of the company was 199.44 million shares. The total share capital of the company held on May 26, 2006 was 199.44 million shares. The 2005 annual general meeting of shareholders held on May 26, 2006 passed the resolution of converting provident fund into share capital (converting every 10 shares into share capital (converting every 10 shares into 4 shares), and the total share capital of the company after the implementation of the conversion is 4 shares). The total share capital of the company after the implementation of the conversion is
279216 million shares. It was approved by the "CSRC 279216 million shares". It was approved by the "CSRC license [2014] No. 191" document of the China Securities Regulatory Commission, and the company was approved by the "CSRC license [2014] No. 191" document on May 28, 2014, The company issued 185 A shares through non-public offering on May 28, 2014 and 185 A shares through non-public offering on May 28, 2014. After the implementation of non-public offering of shares, the total share capital of the company is, and the total share capital of the company is increased to 464401185 shares. China Securities 464401185 shares. According to the document of China Securities Regulatory Commission (CSRC) "zjxk [2020] No. 2569"
Approved by jxk [2020] No. 2569 document, the company was approved in December 2020. The company issued 47370158 A-shares on December 30, 2020, and the total share capital of the company was increased to
The share capital was increased to 511771343 shares. 511771343 shares; The company privately issued 12427005 A shares on July 28, 2021, and the total share capital of the company increased to
524198348 shares.
Article 6 the registered capital of the company is RMB 511771343. Article 6 the registered capital of the company is RMB 524198348. 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 13 the business scope of the company is: investment in health industry, cultural industry and real estate industry (limited to the investment in standardized industry and real estate industry allowed by national policies) (limited to the investment allowed by national policies). Algae, shellfish, crustaceans and other marine biological products. Research, development and sales of algae, shellfish, crustaceans and other marine biological products. Real estate development and operation, research, development and sales of building materials. Real estate development and operation, purchase and sales agency of building materials, decoration materials, lighting, furniture, antique wood art, craft materials, decoration materials, lighting, furniture, antique wood art, arts and crafts, hardware and electricity and electronic products; Purchase and sales agent of import and export art products, hardware and electrical products and electronic products; Import and export trade (unless otherwise specified by the state); Enterprise management information consultation and trade (except those specially stipulated by the state); Enterprise management information consultation, self owned site leasing and self owned house leasing.
Eye drops, casual inquiry, self owned site leasing, self owned house leasing. Production and sales of eye drops, powders, tablets, capsules, granules, pills, liquor, syrup, tablets, capsules, granules, pills, liquor, syrup and mixtures (including pretreatment and extraction of traditional Chinese Medicine) production and sales of this agent and mixtures (including pretreatment and extraction of traditional Chinese Medicine) our products (operated according to the scope of drug production license) The production and business scope of alcohol (disinfectant) products shall be limited to the production and business scope of disinfectant (disinfectant) products according to the valid production license of the branch (disinfectant) enterprise), Wholesale of alcohol (1 20 cubic meters of alcohol storage tank, 1 20 cubic meters of alcohol storage tank, operated by the valid dangerous chemicals operation license, and operated by the valid dangerous chemicals operation license), production and sales of class II medical devices (the above items are only for business), Production and sales of class II medical devices (the above items are only operated by the pharmaceutical factory of Beihai Guofa Marine Biological Industry Co., Ltd. through the pharmaceutical factory of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd.). Battalion).
Article 19 the total number of shares of the company is 511711343 Article 20 the total number of shares of the company is 524198348
Shares. The capital structure of the company is: RMB ordinary shares: shares, all of which are ordinary shares.
511771343 shares.
Article 22 according to the provisions of the articles of association, Article 23 the company may reduce its registered capital. The registered capital of the company shall be reduced. The reduction of the registered capital of a company shall be in accordance with the company law and other relevant judicial regulations, as well as other relevant provisions and the procedures stipulated in the articles of association and the procedures stipulated in the articles of association. Manage.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of the law, except under the following circumstances in accordance with laws, administrative regulations, departmental rules and the articles of association:
Shares of the company: (I) to reduce the registered capital of the company;
(I) to 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 shareholder requests the company to purchase its shares due to the shareholder's objection to the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholder's objection to the company's merger and division resolution made at the general meeting of shareholders.
The company is required to purchase its shares if the company raises an objection. (V) converting shares into convertible shares issued by the company; (V) converting shares into convertible corporate bonds issued by the company;
Corporate bonds with notes; (VI) necessary for the company to maintain the company's value and shareholders' equity (VI) necessary for the company to maintain the company's value and shareholders' equity. Yes.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares through Article 25. The company may purchase its own shares through the open centralized bidding transaction, or the centralized transaction disclosed by laws, regulations and China Securities Regulatory Commission, or other methods recognized by laws, administrative regulations and China Securities Regulatory Commission. 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. Copies shall be made through open centralized trading.
Article 25 Where the company purchases its shares under the circumstances specified in items (I) and (II) of Article 23, paragraph 1, Article 26 of the articles of association due to the circumstances specified in items (I) and (II) of Article 24, paragraph 1 of the articles of association, it shall be deliberated and approved by the general meeting of shareholders by special resolution. The company's shares shall be deliberated and approved by a special resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in Item (III) of paragraph 1 of Article 23, item (V) of Article 24, item (III), item (V) and item (VI), it shall purchase its shares according to the circumstances specified in item and item (VI), The resolution of the board meeting attended by more than two-thirds of the company's directors shall be deliberated and passed at the board meeting attended by more than two-thirds of the company's directors. Yes. If the company purchases the shares of the company in accordance with Article 24 of the articles of association and the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it falls under item (I) of paragraph 1 of Article 24, and if it falls under item (I) of paragraph 1 of Article 23, 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; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; Cancellation under items (III) and (III) of paragraph 1 of Article 24; Under the circumstances of item (III), (V) and (VI) of paragraph 1 of Article 23, and under the circumstances of item (V) and (VI) of the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and the number of shares of the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
It shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers, employees and shareholders holding more than 5% of the shares of the company shall sell the shares of the company held by shareholders holding more than 5% of the shares of the company within 6 months after purchase, Or buy 6 stocks or other equity securities within 6 months after the sale, and the proceeds will belong to the company. Sell them within the company, or buy them within 6 months after the sale, and the board of directors will recover the proceeds. However, if the securities company holds more than 5% of the shares because the underwriting income belongs to the company, and the board of directors of the company will recover its income from the acquisition of the remaining after-sales shares, it shall sell the shares. However, the time limit of six months for securities companies to hold tickets due to the purchase of the remaining shares after package sales is not limited. With more than 5% shares,
