Securities code: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) securities abbreviation: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Announcement No.: 2022017 bond Code: 113585 bond abbreviation: Shouxian convertible bond
Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Announcement on changing the registered capital of the company and amending some 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.
With the consent of self regulatory decision [2020] No. 180 of Shanghai Stock Exchange, the company's 360 million yuan convertible corporate bonds have been listed and traded on the Shanghai Stock Exchange since July 7, 2020. The bonds are referred to as "Shouxian convertible bonds" for short and the bond code is "113585". According to the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the prospectus for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) public offering of convertible corporate bonds (hereinafter referred to as the prospectus), the "Shouxian convertible bonds" issued by the company this time can be converted into A-share common shares of the company from December 15, 2020. From December 15, 2020 to December 31, 2021, the cumulative number of shares formed by the conversion of Shouxian convertible bonds was 9053633, the total share capital of the company was changed from 143444784 shares to 152498417 shares, and the registered capital was changed from 1434478400 yuan to 15249841700 yuan.
In order to further promote the standardized operation of the company and improve the level of corporate governance, in accordance with the guidelines for the articles of association of listed companies (revised in 2022) recently issued by China Securities Regulatory Commission and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation issued by Shanghai Stock Exchange and other relevant laws and regulations, and in combination with the specific situation of the company's development planning and standardized operation, The company plans to amend some provisions of the articles of association. The specific amendments are as follows:
Serial number before revision after revision
Article 6 the registered capital of the company is RMB 14344478400 and RMB 15249841700. Yuan.
2 new 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 total number of shares of the company Article 19 the total number of shares of the company is 14344784, and the company has 152498417 shares. The capital structure of the company is: ordinary shares, and the capital structure of the company is: ordinary shares
143444784 shares. 152498417 shares.
Article 21 in accordance with Article 22, the company may make separate resolutions at the general meeting of shareholders in accordance with the needs of operation and development, the needs of legal operation and development, the provisions of laws and regulations, and the provisions of shareholders' laws and regulations, The registered capital can be increased in the following ways:
(I) public offering of shares (I) public offering of shares; Copies; (II) non public offering of shares (II) non public offering of shares;
Copies; (III) distribute bonus shares to existing shareholders (III) distribute bonus shares to existing shareholders;
Bonus shares; (IV) conversion from accumulation fund to increase (IV) conversion from accumulation fund to increase
Share capital; Share capital;
(V) other methods approved by laws, administrative laws (V) laws, administrative regulations, relevant competent provisions of the state and China's securities regulatory authorities. Other methods approved by the Management Committee (hereinafter referred to as the CSRC). When a company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds, as well as the changes in the company's share capital caused by the conversion of shares, shall be in accordance with laws, administrative regulations The provisions of departmental rules and other documents and the provisions of the company's convertible corporate bond prospectus shall be handled.
Article 23 the company may purchase the shares of the company in accordance with the law when the company is not allowed to accept the shares in Article 24 below. However, there are administrative regulations, departmental rules and the following exceptions:
Acquisition of the company in accordance with the provisions of the articles of Association
(III) reduce the registered capital of the company;
(I) reduce the company's registration (IV) and hold the company's capital; Merger of other companies with shares;
(II) merge with other companies that hold the company's shares (III) and use the shares for membership shares; Employee stock ownership plan or equity incentive plan
（3） Use shares for employee incentives;
Employee stock ownership plan or equity incentive (4) shareholders' incentive to shareholders; Merger and division of the company made by the general meeting
（4） The shareholder requests the company's general meeting to make a merger or sub acquisition of its shares due to his objection to the shareholders' resolution;
Making a resolution to object and require the company (5) to use its shares for re acquisition of its shares; (5) convertible bonds issued by listed companies that convert shares into shares;
(6) convertible bonds issued by listed companies to maintain the company's shares; Necessary for value and shareholders' equity. （6） Listed companies are Wei
Protection of company value and shareholders' equity
Required.
In addition to the above circumstances, the company does not enter
Activities of buying and selling shares of the company
Move.
Article 24 the company purchases the shares of the company Article 25 when purchasing the shares of the company, the company can choose one of the following company shares, which can be carried out through public centralized trading, or other methods approved by laws, administrative regulations and China Securities Regulatory Commission (I) stock exchange. Bidding transaction method in China;
(II) method of offer;
The company may adopt other methods approved by the CSRC in accordance with items (III) and (V) of Article 4 of Article 20 (III) of the articles of association. In the circumstances specified in item and item (VI), if the company acquires its shares due to Article 20 of the articles of association, it shall be carried out in the manner specified in Item (III) and item (V) of Article 3 through public centralized trading parties and item (VI).
In case of acquisition of shares of the company, it shall
When through public centralized trading parties
Proceed in an orderly manner.
Article 25 Where the company acquires its shares under the circumstances specified in Item (I) of Article 23 and items (I) and (II) of Article 24 of the articles of association due to the circumstances specified in Item (II) of Article 26 of this chapter, the purchase of its shares shall be subject to the resolution of the general meeting of shareholders; The resolution of the general meeting of shareholders of the company; If the company purchases the shares of the company due to the circumstances specified in Article 23 (III) and Article 24 (III), (V), (VI), (V) and (VI) of the articles of association, it shall obtain two-thirds of the shares, It may be in accordance with the provisions of the board of directors attended by more than 100 directors or the resolution of the general meeting of shareholders. The resolution of the board meeting attended by more than two-thirds of the directors in accordance with Article 2 of the articles of association. Article 13 provides for the acquisition of the company's shares. If the company purchases the company's shares in accordance with Article 2 of the articles of association, it shall be cancelled within ten days after the date of acquisition and within days under the circumstances of paragraph (I); If it belongs to item (II), it shall be cancelled within days under the circumstances of item (10) and item (IV) from the date of acquisition; In the case of item (II) or item (IV) which should be transferred within six months, it shall be cancelled; If it belongs to item (III), it shall be transferred within six months or cancelled in items (V) and (VI); In case of (III) and (VI), the total number of shares held by the company in items (V) and (VI) shall not exceed that in this case, and the total number of shares held by the company in total shall not exceed 10% of the total issued shares of the company, and the company shall transfer the total issued shares of the company within 3 years
Or sign out. 10% and should be transferred within 3 years
