Securities code: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) securities abbreviation: Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) Announcement No.: 2022011 Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816)
Announcement on the proposed change of registered capital and amendment of the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Proposed changes in registered capital
1. From July 19, 2021 to February 28, 2022, due to the 2020 stock option and restricted stock incentive plan of Jiangsu Nonghua Intelligent Agriculture Technology Co.Ltd(000816) (hereinafter referred to as “the company”), some equity incentive objects implemented the independent exercise of stock options, a total of 820300 stock options were exercised, and the total number of shares of the company was changed from 1424503318 to 1432706318.
2. In view of the fact that one incentive object in the first grant part of the 2020 stock option and restricted stock incentive plan of the company was unqualified in the performance evaluation at the individual level in 2021, the company held the 25th meeting of the eighth board of directors and the 21st Meeting of the eighth board of supervisors on March 25, 2022, Through deliberation, 150000 shares of restricted shares that have been granted but not yet lifted are repurchased and cancelled, and the stock options that have been granted but not yet exercised are cancelled. For details, see the announcement on canceling some stock options and repurchasing and canceling some restricted shares in 2020 stock option and restricted stock incentive plan (2022010) issued by the company on March 29, 2022. After the formalities for repurchase and cancellation of restricted shares are completed, the total number of shares of the company will be changed from 1432706318 shares to 1432556318 shares.
The company will disclose the announcement on repurchase and cancellation of restricted shares, capital reduction and notice to creditors (hereinafter referred to as the “capital reduction announcement”) after the deliberation and approval of the general meeting of shareholders. 45 days after the expiration of the disclosure period of the capital reduction announcement, if the creditors have no objection, the registered capital and total number of shares of the company will be changed as follows:
Before and after the change
The registered capital is 1424503318 yuan and 1432556318 yuan
Total number of shares 14245033181432556318
2、 Proposed amendments to the articles of Association
In view of the above changes in registered capital, as well as the requirements of relevant administrative regulations and normative documents recently issued by China Securities Regulatory Commission and Shenzhen Stock Exchange, such as the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the company plans to amend the articles of association. The details are as follows:
Comparison table of amendments to the articles of Association
Terms before amendment and terms after amendment
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”) in accordance with the company law and its Article 2
The company is approved by the people’s Government of Jiangsu Province, and the company is established in the form of funder with the approval of the people’s Government of Jiangsu Province; Established in Yancheng Administration for Industry and Commerce of Jiangsu Province; Registered with Yancheng market supervision and Administration Bureau, obtained business license, unified social credit obtained business license, unified social credit Code: Code: 91320900140131651d. 91320900140131651D。
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 1424503318. 1432556318 yuan.
Article 19 the total number of shares of the company is Article 20 the total number of shares of the company is 1424503318 shares, the capital structure of the company is 1432556318 ordinary shares, and the capital structure of the company is 1424503318 ordinary shares. 1432556318 shares.
Article 24 the company acquires its own shares,
One of the following methods can be selected: Article 24 when the company purchases its shares, it can (I) conduct centralized bidding trading in the stock exchange; By means of public centralized trading, or by means of legal or bank (II) offer; Political, legal and other methods approved by the CSRC. (III) other methods approved by the CSRC. Where the company purchases shares of the company under the circumstances specified in items (V) and (VI) due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall purchase shares of the company through public centralized trading. If the company purchases shares of the company through public centralized trading, it shall do so through public centralized trading. Method.
Article 29… However, if a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares, and holds more than 5% of the shares due to the purchase of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit. And other circumstances stipulated by the CSRC.
Article 41 the general meeting of shareholders is the power of the company. Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
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Article 42 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders.
Article 42 the following external guarantee banks of the company (I) the opposition of the company and its holding subsidiaries shall be deliberated and approved by the general meeting of shareholders. Any guarantee provided after the total amount of external guarantee exceeds (I) 50% of the net assets audited in the latest period of the company and its holding subsidiaries;
Any guarantee provided after the total amount of external guarantee reaches or exceeds the total amount of external guarantee of the latest audited (II) Company and exceeds 50% of the latest net assets; (II) the total amount of external guarantee provided by any guarantee company after 30% of the audited total assets of phase I reaches or guarantees;
(III) the amount of guarantee provided by the company within one year exceeds any guarantee provided by the company after exceeding 30% of the latest audited total assets; Guarantee of 30% of the latest audited total assets;
(III) guarantee for those whose asset liability ratio exceeds 70% and (IV) guarantee for those whose asset liability ratio exceeds 70%; The guarantee provided;
(IV) the amount of a single guarantee exceeds that of the latest audited (V) the amount of a single guarantee exceeds 10% of the latest audited net assets; Guarantee of 10% of net assets;
(V) guarantees for shareholders, actual controllers and their affiliates (VI) guarantees for shareholders, actual controllers and their affiliates. Guarantee provided.
Those who fail to provide guarantee in accordance with the prescribed procedures or beyond their authority shall be held accountable in accordance with the relevant systems of the company and bear corresponding legal liabilities.
Article 49… Article 49
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, if the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. The change of the original proposal in the notice shall be subject to the change of the original request in the mutual knowledge and the consent of the relevant shareholders of the relevant shareholders. agree
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Article 50 the board of supervisors or shareholders decide to call the meeting on their own
In case of a general meeting of shareholders, the board of directors shall be notified in writing. At the same time, Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders at the dispatched office of the CSRC and the securities company where the company is located, the board of directors shall be notified in writing and filed with the stock exchange at the same time. For the record of the stock exchange.
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The convening shareholders shall submit relevant certificates to the dispatched office of the CSRC and the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the board of supervisors or the convening shareholders shall submit relevant certificates to the China Securities Regulatory Commission and the stock exchange when issuing the announcement of the resolution of the general meeting of shareholders and the resolution of the general meeting of shareholders where the company is located. Material Science.
Article 56 the notice of the general meeting of shareholders includes the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation; (III) explanation in obvious words: all shareholders (III) explanation in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust the agent in writing to attend the general meeting of shareholders, and can entrust the agent in writing to attend the meeting and vote. If the shareholder’s agent attends the meeting and votes, the shareholder’s agent does not have to be a shareholder of the company; Shareholders of the company;
(IV) equity of shareholders entitled to attend the general meeting of shareholders (IV) equity registration of shareholders entitled to attend the general meeting of shareholders
Registration date; Date recording;
(V) name and telephone number of permanent contact for conference affairs (V) name and telephone number of permanent contact for conference affairs. Code. (VI) voting time and procedures by network or other means.
Article 58 the general meeting of shareholders adopts the Internet or its
Article 58 the voting time and voting schedule of the general meeting of shareholders through Internet or other means shall be clearly stated in the notice of the general meeting of shareholders. The starting time of voting shall not be earlier than the calling sequence of the on-site general meeting of shareholders. The online or other voting of the general meeting of shareholders shall be held at 3:00 p.m. on the day before the opening of the general meeting of shareholders, no later than the time of the on-site general meeting of shareholders, no earlier than 9:30 a.m. on the day before the opening of the on-site general meeting of shareholders, and no later than 3:00 p.m. on the day when the on-site general meeting of shareholders ends. At 9:30 a.m. on the 15th, the closing time shall not be earlier than 3:00 p.m. on the day when the on-site shareholders’ meeting ends.
Article 70 when the shareholders’ meeting is held, all the directors, supervisors and Secretary of the board of directors of the company shall attend the meeting. The directors, supervisors and Secretary of the board of directors shall attend the meeting. The manager and other senior managers shall attend the meeting as nonvoting delegates. The general manager and other senior managers shall attend the meeting as nonvoting delegates. Discussion.
Article 79… Article 79
An ordinary resolution made at the general meeting of shareholders shall be made by the shareholders attending the general meeting of shareholders, and shall be adopted by more than 1 / 2 of the voting rights held by the shareholders attending the general meeting of shareholders (including their agents). A majority of the right to vote.
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Article 81 the following matters shall be approved by the general meeting of shareholders
