Securities code: Tianrun Industry Technology Co.Ltd(002283) securities abbreviation: Tianrun Industry Technology Co.Ltd(002283) No.: 2022014 Tianrun Industry Technology Co.Ltd(002283)
Announcement on changing 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 content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
Tianrun Industry Technology Co.Ltd(002283) (hereinafter referred to as “the company”) held the 23rd Meeting of the 5th board of directors on March 12, 2022, deliberated and adopted the proposal on changing the registered capital of the company and amending the articles of association, and agreed to change the registered capital of the company and amend the articles of association. This proposal still needs to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows:
1、 Increase of registered capital of the company
From March 21, 2021 to December 31, 2021, due to the exercise of equity incentive options, the total share capital of the company increased from 1134840378 shares to 1139457178 shares.
In view of the above, the registered capital of the company will be changed from 1134840378 yuan to 1139457178 yuan.
2、 Amendment of the articles of Association
According to the change of registered capital and the revision of the provisions of the securities law of the people’s Republic of China and the guidelines for the articles of association of listed companies, some provisions of the articles of association are revised. The specific provisions are as follows:
Amended articles of Association
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 1134840378. RMB 1139457178.
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 share capital structure of the company is: ordinary article 20 the share capital structure of the company is: 1134840378 ordinary shares. 1139457178 ordinary shares.
Article 23 under the following circumstances, the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and these articles. However, there are one of the following exceptions: purchasing the shares of the company according to the provisions of Cheng: (I) reducing 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;
shares; (V) use the shares for the issuance of convertible companies; (V) use the shares for the issuance of convertible corporate bonds by listed companies;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and shareholders’ rights and interests. (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 will not buy or sell its shares.
Article 24 the company may purchase the shares of the company. Article 25 the company may purchase the shares of the company in one of the following ways: shares, which may be traded through public centralized trading or (I) centralized bidding trading in stock exchanges; (II) the method of offer approved by the laws, administrative regulations and the CSRC; Other methods.
(III) other methods approved by the CSRC. If the company acquires its shares under the circumstances specified in Article 23 (III), (III), (V), (VI), (V) and (VI) of the articles of association due to the circumstances specified in paragraph 1 of Article 24 of the articles of association, it shall acquire its shares through public centralized trading. If the company acquires its shares through public centralized trading, it shall do so through public centralized trading. Method.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be approved by the shareholders’ meeting. If the company purchases its shares under the circumstances specified in items (I) and (II) of paragraph 1 of article 14, it shall be approved by the shareholders’ meeting. The company has adopted the resolution of the general meeting of shareholders due to item (III) of Article 23 of the articles of association. If the company purchases the shares of the company in accordance with items (III), (V) and (VI) of paragraph 1 of Article 1 due to the circumstances specified in items (V) and (VI) of Article 24 of the articles of association, the resolution of the meeting of the board of directors to purchase the shares of the company shall be adopted by more than two-thirds of the directors attending the circumstances specified in Item (VI). If the company can purchase the shares of the company in accordance with the provisions of the articles of association or the provisions of the shareholders’ meeting in accordance with Article 23, if it is authorized by the meeting in paragraph (I) and attended by more than two-thirds of the directors, it shall be cancelled within 10 days from the date of acquisition; Resolutions of the board meeting. In the case of items (II) and (IV), the company shall transfer or cancel within 6 months in accordance with Article 24 (1) of the articles of association. After the acquisition of the company’s shares in accordance with paragraph (III), if it falls under the circumstances of items (I), (V) and (VI), if it falls under the public circumstances, the total number of shares held by the company shall not exceed the number of shares of the company within 10 days from the date of acquisition; 10% of the total issued shares of the company under the circumstances of items (II) and (IV) and shall be transferred or cancelled within 6 months.
Transfer or cancellation within three years. In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior managers of the company Article 30 the company’s managers who hold more than 5% of the company’s shares and the shareholders, directors, supervisors and senior managers who hold more than 5% of the company’s shares sell the company’s shares or other months after they buy the company’s shares, Or buy again within 6 months after the sale. The income from the purchase of equity securities within 6 months after the purchase belongs to the company. The income will be recovered if the securities are sold within the directors of the company or bought again within 6 months after the sale. However, the proceeds from the securities company’s purchase will belong to the company. The board of directors of the company will recover the proceeds from the company’s underwriting purchase of the remaining after-sales shares and holding more than 5% of the shares. However, if the certificate is, the sale of the stock is not subject to the six-month time limit. Unless the securities company holds more than 5% of the shares of the directors, supervisors, senior managers mentioned in the preceding paragraph due to the purchase of the remaining shares after the package sale, as well as the shares held by natural person shareholders of the CSRC or other circumstances with share regulations. Securities with the nature of equity include the shares held by the directors, supervisors and senior managers referred to in the preceding paragraph by their spouses, parents and children, or by using the accounts of others, or the shares held by members or natural person shareholders, or other securities with the nature of equity. For securities with equity nature, including their spouses, parents and the board of directors of the company, if they fail to implement the provisions of the preceding paragraph, the shareholders of shares held by their children or by using the accounts of others have the right to require the board of directors to implement them within 30 days. Public notes or other securities with the nature of equity. The board of directors shall not have the right to file a lawsuit in the name of the company’s shareholders within the time limit specified in Article 1 for the interests of the company. Within days. If the board of directors of the company fails to implement the provisions of paragraph 1 within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of their own and the responsible directors who bear joint and several liability according to law for the interests of the company. Ren. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the power of the company. Article 41 the general meeting of shareholders is the organization of the company and exercises the following functions and powers according to law: the authority shall exercise the following functions and powers according to law:
(I) decide on the company’s business policy and investment plan (I) decide on the company’s business policy and investment plan; Plan;
(II) election and replacement of directors, election and replacement of directors not by employees on behalf of (II) election and replacement of directors, supervisors not held by employees, decision of supervisors held by representatives of relevant directors and supervisors, and decision of remuneration of relevant directors and supervisors; Remuneration matters;
(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 (V) review and approve the company’s annual financial budget plan and final settlement plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution plan (VI) review and approve the company’s profit distribution formula and loss recovery plan; Case and loss recovery 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; Make a resolution in this;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division, dissolution and liquidation of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make resolutions on liquidation or change of company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accountants by the company; The firm makes a resolution;
（12） (12) to examine and approve the Guarantees specified in Article 41; Guarantee matters of the;
（13） (XIII) review the purchase and sale of major assets by the company within one year, which exceeds 30% of the total audited assets of the company in the latest period; Matters accounting for 30% of total assets;
（14） Deliberating and approving changes in the use of raised funds (14) deliberating and approving changes in the use of raised funds; Matters in transit;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee (16) review laws, administrative regulations and departmental shareholding plans; The general meeting of shareholders shall decide (XVI) to consider other matters related to laws, administrative regulations and the Ministry as stipulated in the rules or the articles of association. Other matters that shall be decided by the general meeting of shareholders according to the regulations or the articles of association, and the functions and powers of the above general meeting of shareholders shall not be approved by authorization.
The form of is exercised by the board of directors or other institutions and individuals.
Article 41 the following external guarantee banks of the company Article 42 the following external guarantees of the company shall be approved by the shareholders
