Securities code: Beijing Oriental Jicheng Co.Ltd(002819) securities abbreviation: Beijing Oriental Jicheng Co.Ltd(002819) Announcement No.: 2022015 Beijing Oriental Jicheng Co.Ltd(002819)
Announcement on increasing registered capital 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.
Beijing Oriental Jicheng Co.Ltd(002819) (hereinafter referred to as “the company”) held the 8th meeting of the 5th board of directors on March 28, 2022, deliberated and adopted the proposal on increasing registered capital and amending the articles of association. Due to the repurchase and cancellation of the company’s equity incentive restricted shares, the listing of equity incentive restricted shares, the issuance of shares to purchase assets and other matters, as of the disclosure date of this announcement, the company’s share capital and registered capital have increased. Therefore, the company needs to make corresponding amendments to the articles of association and articles 6 and 15 of the articles of association. In addition, in accordance with the company law, securities law, Shenzhen Stock Exchange Listing Rules (revised in 2022) and other relevant laws, regulations and normative documents, and in combination with the actual operation and management of the company, the company has revised some provisions of the articles of association. The specific amendments are as follows:
Before and after modification
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, legitimate rights and interests, and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter according to the company law of the people’s Republic of China (hereinafter referred to as the company law) and the certificate of the people’s Republic of China (hereinafter referred to as the company law) The securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the listed securities law (hereinafter referred to as the Securities Law), the guidelines for the articles of association of listed companies (revised in 2014), the guidelines for the articles of association of other companies (revised in 2022) and others
The articles of association are formulated in accordance with relevant provisions. The articles of association are formulated in accordance with relevant provisions.
In case of any inconsistency between the articles of association and laws and regulations, the provisions of laws and regulations shall prevail.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 157434136. 318173891 yuan.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the newly added provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter III shares
Article 15 the total number of shares of the company is Article 20 the total number of shares of the company is 157434136 shares, all of which are ordinary shares. 318173891 shares, all ordinary shares.
Article 24 the company shall not purchase its own shares Article 19 the company may purchase shares by shares under the following circumstances. However, it is excluded from any of the following circumstances: reduce the registered capital of the company in accordance with laws, administrative regulations, departmental rules and (I) of this chapter;
According to the provisions of Cheng, the acquisition of shares of the company: (II) with other shareholders holding shares of the company (I) reduce the registered capital of the company; Merger of the company;
(II) merge with other companies holding shares of the company (III) use shares for employee stock ownership plan; Or equity incentive;
(III) award shares to the employees of the company; (IV) the shareholders disagree with the resolution of the general meeting of shareholders (IV) the shareholders disagree with the resolution of the company’s merger and division made by the general meeting of shareholders, request the company to purchase its shares;
The company acquired its shares. (V) use the shares for conversion and the company issues corporate bonds that can be converted into shares that the company cannot buy except under the above circumstances;
Activities of selling shares of the company. (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 20 the company may purchase its own shares. Article 25 the company may purchase its own shares in one of the following ways: through public centralized trading or through centralized bidding trading in law (I) stock exchanges;
(II) method of offer; Laws, administrative regulations and other methods approved by the CSRC. He did it in a different way.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be approved by the shareholders’ meeting
Resolutions of the board of directors; The company’s income is collected due to items (I) to (III) of Article 24 of the articles of association
The purchase of shares of the company in items (III), (V) and (VI) shall be decided by the general meeting of shareholders
Where the company’s shares are purchased under the prescribed circumstances, it may be negotiated.
The company acquired the company in accordance with Article 23
In accordance with the provisions of the articles of association or after the company’s shares are granted by the general meeting of shareholders, it belongs to item (I),
If more than two-thirds of the directors are present, the directors shall cancel the right within 10 days from the date of acquisition; It belongs to the resolution of the meeting. In the case of items (II) and (IV), it shall
The company shall transfer or cancel within 6 months in accordance with Article 24 of the articles of association. After the acquisition of the company’s shares, the company belongs to item (I), and the company shall comply with item (III) of Article 23
In case of any circumstances, the company shall note within 10 days from the date of acquisition that the shares of the company to be acquired will not exceed the number of shares of the company
Pin; 5% of the total issued shares of the company under items (II) and (IV); Those used for acquisition shall be transferred or cancelled within six months; The company’s funds shall be paid out of the company’s after tax profits
It belongs to item (III), (V) and (VI); If the purchased shares should be transferred to the employees of the company within one year, the total shares held by the company.
The number of shares shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Article 25 directors, supervisors and senior managers of the company Article 30 shareholders, directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company and more than 5% of the shares of the company sell their shares or other shares of the company within six months after buying, or buy securities with equity nature within six months after buying, The proceeds thus obtained shall belong to the company, and the board of directors will recover the proceeds from the sale within six months or the purchase of the company within six months after the sale. However, the income thus obtained belongs to the company. Originally, the securities company purchased and sold the remaining shares due to underwriting, and the board of directors of the company will recover its income. However, if the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, it is not subject to the six-month time limit. Those who hold more than 5% of the shares and other circumstances stipulated by the CSRC are excluded.
The shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include their spouses, parents Stocks or other equity securities held by children and held in other people’s accounts.
…….
Chapter IV shareholders and general meeting of shareholders
Article 41 the general meeting of shareholders is the power of the company Article 36 the general meeting of shareholders is the power of the company
Institutions shall exercise the following functions and powers according to law:
Institutions shall exercise the following functions and powers according to law:
(I) – (XIV)…… (I) – (XIV)
(15) (15) to review the equity incentive plan and the member (15) to review the equity incentive plan;
Employee stock ownership plan;
(16) (16)
The functions and powers of the above general meeting of shareholders shall not be delegated
The functions and powers of the above general meeting of shareholders shall not be authorized by the board of directors or other institutions and individuals
The form of power shall be exercised by the board of directors or other institutions and individuals.
Exercise on behalf of others.
Article 37 the following external guarantees of the company and Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(Ⅰ)-(Ⅱ)…… (Ⅰ)-(Ⅱ)……
(III) the total amount of external guarantee provided by the company whose asset liability ratio exceeds 70%, which exceeds the guarantee provided by the guarantee object; Any guarantee provided after the guarantee amount of three percent (IV) of the total assets audited in the latest period exceeds 10% within 12 consecutive months; If (IV) exceeds the total audited assets of the company in the latest period, the asset liability ratio exceeds%
30%; 70. The guarantee provided by the guaranteed object;