Securities code: Eaglerise Electric & Electronic (China) Co.Ltd(002922) securities abbreviation: Eaglerise Electric & Electronic (China) Co.Ltd(002922) Announcement No.: 2022012 Eaglerise Electric & Electronic (China) Co.Ltd(002922)
Announcement on Amending the articles of association and handling the industrial and commercial filing
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.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as "the company" or " Eaglerise Electric & Electronic (China) Co.Ltd(002922) ") held the 23rd Meeting of the 5th board of directors on March 18, 2022. The meeting deliberated and adopted the proposal on Amending the articles of association. Now the specific situation is announced as follows:
According to the company law of the people's Republic of China (revised in 2018), the securities law of the people's Republic of China (revised in 2019), the guidelines for the articles of association of listed companies (revised in 2022), the rules for the general meeting of shareholders of listed companies (revised in 2022), the rules for the listing of shares on Shenzhen Stock Exchange (revised in 2022), and the guidelines for the self-regulation of listed companies No. 1 - standardized operation of listed companies on the main board (revised in 2022) According to the provisions of laws, regulations and normative documents and in combination with the actual situation of the company, the articles of association are proposed to be revised. For the specific revision contents, see the annex comparison table for the revision of the articles of association. At the same time, the management of the company is authorized to go through the procedures for industrial and commercial filing of the articles of association.
The revised articles of association shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation.
It is hereby announced.
Eaglerise Electric & Electronic (China) Co.Ltd(002922) board of directors
March 18, 2002
enclosure:
Comparison table of amendments to the articles of Association
No. contents of the original articles of association and revised articles of Association
Article 2 Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as "company Article 2 Eaglerise Electric & Electronic (China) Co.Ltd(002922) (hereinafter referred to as" company ") is a joint stock limited company established by Foshan Eaglerise Electric & Electronic (China) Co.Ltd(002922) electric power Manufacturing Co., Ltd. The company is a joint stock limited company established in fogeng on October 15, 1999. The company was registered with Foshan Administration for Industry and Commerce on October 15, 1999 and obtained a business license. On business days, the company was registered with Foshan Administration for market supervision and obtained a business license No.: 440 Jiangsu Hongdou Industrial Co.Ltd(600400) 001301. Business license No.: 440 Jiangsu Hongdou Industrial Co.Ltd(600400) 001301.
Article 3 the original shareholder of Foshan Eaglerise Electric & Electronic (China) Co.Ltd(002922) electric power Manufacturing Co., Ltd. is deleted
2. Promoters of the company.
Article 6 company domicile: Guicheng science and Technology Park, Jianping Road, Nanhai District, Foshan City Article 5 company domicile: No. A3, Guicheng science and technology 3, Jianping Road, Nanhai District, Foshan City. A3 garden, postal code: 528200
Article 8 the chairman is the legal representative of the company.
No article 12 (new in this article) the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association 5 of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 18 at present, the total number of shares of the company is 296320455 shares. Article 19 the name and subscription of the promoters of the company are as follows:
Common stock. The way and time of capital contribution of the promoters at the time of the establishment of the company are as follows:
Net assets of billion profit converted into shares held by sponsors in 2007 (10000 shareholding ratio 1 international shares in December)
No. 1 share (%) Limited
Billion profit 2 the net assets of Foshan Xinier investment were converted into 81.10% of the shares of international 158947368 Investment Consulting Co., Ltd. in December 2007
Limited China Belgium direct net assets converted into 3 equity investment fund shares invested by Foshan Xinier in June 2007
2 Capital Consulting Co., Ltd. 13822447 7 7.05%
4. The net assets of Shenzhen Pailong investment were converted into the shares of China Belgium direct 12893504 6.58% Co., Ltd. in March 2007
Received equity investment fund Shenzhen Merrill Lynch Pengcheng net assets discount in December 2007, Shenzhen Pailong investment 5 Investment Co., Ltd
4 limited 7737278 3.95%
5 Shenzhen Merrill Lynch Pengcheng 2579093 1.32%
Investment Co., Ltd
Total 195979690 100.00%
Article 19 all the shares issued by the company are ordinary shares.
Article 20 the total number of shares of the company is 296320455, and all shares issued by the company 7 are ordinary shares.
Article 21 according to the needs of operation and development, in accordance with the law and Article 22, the company can increase the capital by the following methods according to the needs of operation and development, in accordance with the provisions of laws and regulations and the resolution of the general meeting of shareholders. After the resolution of the general meeting of shareholders, the capital can be 8 increased by the following methods:
(I) public offering of shares; (I) public offering of shares;
No. contents of the original articles of association and revised articles of Association
(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) provisions of laws and administrative regulations and other methods approved by the CSRC (V) provisions of laws and administrative regulations and approved by the CSRC. Other ways to do so.
Article 23 under the following circumstances, the company may purchase its own shares in accordance with laws and administrative regulations. Article 24 the company shall not purchase its own shares. However, there are regulations, departmental rules and the articles of association to purchase the shares of the company: except under one of the following circumstances:
(I) reduce the registered capital of the company; (I) decrease of 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;
（3） Use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive; (IV) the shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders; Dissent and require the company to acquire its shares;
(V) converting shares into shares issued by the company (V) converting shares into corporate bonds issued by the company; Corporate bonds;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. Except for the above circumstances, the company will not buy or sell its shares.
Article 24 a company may purchase its own shares in the following ways. Article 25 a company may purchase its own shares in one of the following ways: centralized trading in public, or centralized bidding trading in laws, administrative regulations and China Securities Regulatory Commission (I) stock exchange; Other methods approved by the.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to items (III), (V) and (III) of Article 24 of the articles of association. The acquisition of the company's shares under the circumstances specified in Item (VI) shall be carried out through the centralized transaction disclosed by the company due to items (III) and (V) of Article 23 of the articles of association.
Where a company purchases shares under the circumstances specified in item and item (VI), it shall
Through open centralized trading.
Article 25 Where the company purchases its shares due to items (I) to (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 under the circumstances specified in Item (II) of the general meeting of shareholders, and a resolution shall be adopted. Resolutions of the general meeting of shareholders of the company due to items (III) and (V) of Article 23 of the articles of Association; If the company purchases the shares of the company under the circumstances specified in items (III) and (VI) of Article 24 of the articles of association, it shall purchase the shares of the company under the circumstances specified in items (III), (V) and (VI), and the resolution of the board meeting attended by more than 2 cm of the directors shall be adopted. The company may purchase the shares of the company in accordance with the provisions of the articles of association or Article 11 23 of the general meeting of shareholders. After being authorized by item (I), the resolution of the board meeting attended by more than 2 / 3 directors. In case of acquisition, it shall be cancelled within 10 days from the date of acquisition; If the shares of the company are to be transferred or cancelled within 6 months in accordance with item (IV) of Article 24 of the articles of Association;
