Securities code: Angel Yeast Co.Ltd(600298) securities abbreviation: Angel Yeast Co.Ltd(600298) Lin No. 2022036 Angel Yeast Co.Ltd(600298)
Announcement on changing the business scope and registered capital of the company and amending the relevant provisions of 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.
Angel Yeast Co.Ltd(600298) (hereinafter referred to as “the company”) held the 39th meeting of the 8th board of directors on March 25, 2022, deliberated and adopted the proposal on changing the business scope and registered capital of the company and amending the relevant provisions of the articles of association.
In accordance with the provisions of the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shanghai Stock Exchange (revised in January 2022), the rules for independent directors of listed companies (CSRC announcement [2022] No. 14), the detailed rules for the implementation of share repurchase by listed companies of Shanghai Stock Exchange, the notice of the general office of the State Administration of market supervision on comprehensively carrying out the standardization of business scope registration and other normative documents, In combination with the actual situation of the company, it is proposed to change the registered capital and business scope of the company, and revise some provisions of the articles of association according to the update of laws and regulations and regulatory requirements. The relevant matters are hereby announced as follows:
1、 Change the business scope of the company
According to the requirements of the notice of the State Administration of market supervision on comprehensively carrying out the standardization of business scope registration, the company’s current registered business scope is standardized and registered with national unified standardized entries. At the same time, in combination with the actual needs of the company, business categories such as “for-profit private vocational skill training institutions; retail of pet food and supplies; wholesale of pet food and supplies; sales of mechanical equipment; liquor business; class II value-added telecommunications business” are added to the business scope of the company. See the comparison table for the revision of some articles of the articles of Association for specific amendments. The final business scope of the company shall be subject to the industrial and commercial registration.
2、 Change of registered capital of the company
The second extraordinary general meeting of the company in 2022 deliberated and approved the proposal on repurchase and cancellation of some restricted shares and adjustment of repurchase price. The company will repurchase and cancel 168000 restricted shares. After this repurchase and cancellation, the total number of shares of the company will be changed from 832860943 shares to 832692943 shares, and the registered capital will be changed from 832860943 yuan to 832692943 yuan.
3、 Comparison table of amendments to some articles of Association
Before and after revision
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 832860943. 832692943 yuan.
Article 11 the company shall establish a group of the Communist Party of China Article 11 the company shall organize and carry out party activities in accordance with the articles of association of the Communist Party of China, establish the party’s working organization, and set up the Communist Party to organize and carry out party activities in accordance with the relevant provisions. The company shall provide necessary conditions and establish funds for the activities of the party organization. The establishment and staffing of the party organization shall be incorporated into the working organization of the Party of the enterprise, equipped with strong party affairs staff, industry management organization and staffing, and full-time party affairs staff shall guarantee the working funds of the party organization. The party organization shall be equipped with a proportion of no less than 1% of the total number of employees. The staffing of Party organization workers shall be included in the enterprise management organization and staffing, and the full-time work funds shall be included in the company’s budget, which shall be implemented according to the proportion of no less than 1% of the total number of employees, party affairs workers shall be no less than 1% of the total number of employees, and shall be disbursed from the company’s management fees. equipment. Party organization work funds shall be included in the company’s budget, implemented at no less than 1% of the total wages of employees, and disbursed from the company’s management fees.
Article 15 the senior managers mentioned in the articles of association Article 15 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager and Secretary of the board of directors of the company, and refer to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company. Book, financial director and chief engineer.
Article 17 after registration according to law, the business scope of the company is: yeast for food processing, yeast products and alcohol. Licensed items: food production; Condiment production; Production of koji, condiment, beverage, health food and food additive beverage; Health food production; Production and sales of food additives, raw agents and food; Formula and production for special medical purposes; Food sales; Food Internet sales; Liquor is researched, developed, produced and sold by special dietary food; Dairy camp; Production of formula food for special medical purposes; Sales of infant products (including infant formula milk powder) and daily chemical products; Formula food production; Road freight transportation (excluding the research and development of dangerous biochemical products, daily chemical products and raw materials); Drug production; Commissioned production of drugs; Batch production and sales of drugs (excluding hazardous chemicals, which need to be licensed; drug retail; production of feed additives; biochemical products sold with fertilizer health certificate); Biochemical equipment and automatic production; Internet information services; The second category is the processing, installation and commissioning of instrument, electrical and microcomputer projects in value-added telecommunications industry; Service; Inspection and testing services; Acting bookkeeping; For profit private vocational skill training institutions. (goods import and export and technology import and export businesses that must be approved according to law (National restricted items, business activities can be carried out only with the approval of relevant departments, except for imported and exported goods and technologies); Ordinary freight transportation (the specific business items involved shall be subject to the approval documents or licenses of relevant departments and the licenses of licensed business items, which shall be subject to the licenses of relevant departments). Tablets, granules, hard capsules and original general items: food sales (only pre packaged food); Production and sale of feed medicine and dry yeast (limited to Internet sales of sub food with valid license (only pre packaged food); Operation of insurance and support institutions). Production and sales of feed and feed additives; Health food (prepackaged) sales; Sales of food additives; Production and sales of fertilizers (including inorganic fertilizers) and water-soluble fertilizers (excluding engineering and technical research and experimental development; fertilizers containing dangerous chemicals for special medical purposes). Internet information service and formula food sales; Infant formula milk powder and others (excluding news, publishing, education, medicine and medical infant formula food sales; industrial enzyme research and development; equipment and electronic announcement services); Technology research and development of household electric biochemical products; Sales of daily chemical products and kitchen utensils; Class I, II and III structures; Sales of daily chemical products; Special chemical products external diagnostic reagents (excluding hazardous chemicals, easily toxic chemicals (excluding hazardous chemicals); Sales of special chemical products (chemical products); Country of design, production, agency and release (excluding hazardous chemicals); General equipment repair; All kinds of advertisements in the special; Biotechnology development, technology transfer and equipment repair; Instrument repair; Electrical equipment repair; Technical service and technical consultation; Inspection and testing services; Acting industry Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Electronic and mechanical equipment shall be recorded and reported for tax.
(if it involves licensed business projects, it shall obtain maintenance (excluding special equipment); Import and export of goods; Import and export can only be operated with the permission of relevant technical departments; Animal husbandry and fishery feed sales; Sales of feed raw materials; Sales of feed additives; Research and development of bio organic fertilizer; Research and development of compound microbial fertilizer; Fertilizer sales; Fertilizer sales; Sales of household appliances; Sales of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Retail of kitchenware, sanitary ware and daily sundries; Sales of class I medical devices; Sales of class II medical devices; Advertising design and agency; Advertising production; Advertising; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Retail of pet food and supplies; Wholesale of pet food and supplies; Mechanical equipment sales. (except for projects subject to approval according to law)
(in addition, carry out business activities independently according to law with business license)
Article 23 the total number of shares of the company is Article 23 the total number of shares of the company is 832860943, all of which are ordinary shares in RMB. 832692943 shares, all RMB ordinary shares.
Article 27 under the following circumstances, the company may not purchase its own shares in accordance with laws, administrative regulations, departmental rules and this chapter. However, except under any of the following circumstances:
To acquire the shares of the company according to the provisions of Cheng: (I) reduce 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 the shares in the employee stock ownership plan or (III) award the shares to the employees of the company; 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;
Except for the above circumstances, the company will not buy or sell the company’s (V) shares for the purpose of converting the company’s shares issued by the company. Corporate bonds converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 28 the company may purchase its own shares. Article 28 the company may purchase its own shares in one of the following ways: through public centralized trading, or by law, (I) centralized bidding trading in stock exchanges; Administrative regulations and other methods approved by the CSRC (II) offer methods; that ‘s ok.
(III) other methods approved by the CSRC. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 27 of the articles of association, it shall be conducted through public centralized trading.
Article 29 Where the company acquires the shares of the company specified in items (I) and (II) of paragraph 1 of this article due to items (I) to (III) of Article 27 of this articles of association, it shall be subject to the resolution of the general meeting of shareholders. Where the company purchases its own shares under any circumstances, a resolution shall be made after the general meeting of shareholders purchases its own shares in accordance with Article 27; If the company falls under item (I) of paragraph 1 of Article 27 of the articles of association, it shall be cancelled within 10 days from the date of acquisition in accordance with the provisions of items (III), (V) and (VI); In the case of items (II) and (IV), the company’s shares may be purchased in accordance with this chapter
Under such circumstances, it shall be transferred or cancelled within 6 months. The provisions of the procedure or the authorization of the general meeting of shareholders shall be subject to the resolution of the board meeting attended by more than two-thirds of the company’s directors in accordance with Article 27 (III) 2 of the articles of association.
The shares of the company purchased in accordance with paragraph 1 of Article 27 of the articles of association shall not exceed 5% of the total issued shares of the company in accordance with paragraph 1 of Article 27 of the articles of Association; The funds used for the acquisition shall be paid out of the after tax profits of the company in case of item (I) after the acquisition of the shares of the company; The acquired form shall be cancelled within 10 days from the date of acquisition; The shares shall be transferred to the employees within one year. In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), the public
