Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022035 Sailun Group Co.Ltd(601058)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents.
Sailun Group Co.Ltd(601058) (hereinafter referred to as “the company”) held the 31st meeting of the 5th board of directors on March 31, 2022, deliberated and adopted the proposal on Amending the articles of association, which needs to be submitted to the 2021 annual general meeting of the company for deliberation.
The revision of the articles of association of the company is mainly based on the guidelines for the articles of association of listed companies issued by the CSRC, and also takes into account the actual situation of the company. The main revisions are as follows:
Relevant provisions of the original articles of association and the revised articles of Association
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions and a joint stock limited company established in accordance with other relevant provisions (hereinafter referred to as the “company”). Company (hereinafter referred to as “the company”).
The company is established by Sailun Co., Ltd. and the whole company is established by Sailun Co., Ltd; It is established in Qingdao, Shandong Province by way of initiation; Registered with Qingshi Administration for Industry and Commerce of Shandong Province, obtained the registration of yingdao market supervision administration, obtained the business license, unified social credit code business license, and the unified social credit code is 91370200743966332l. It is 91370200743966332l.
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 23 under the following circumstances, Article 24 the company may not acquire the company’s shares in accordance with laws, administrative regulations and departments. However, in case of any of the following circumstances, the provisions of the regulations and the articles of association shall be excluded from the acquisition of the company:
Shares: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) with other companies holding shares of the company
(II) merger with other companies holding shares of the company;
Merger of the company; (III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive;
Or equity incentive; (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 acquires its shares; (V) use the shares to convert the company and issue (V) use the shares to convert the convertible corporate bonds of the listed company;
Issued corporate bonds convertible into shares; (VI) necessary for the company to maintain the value of the company and (VI) necessary for the listed company to maintain the equity of shareholders of the company. Value and shareholders’ equity.
Except for the above circumstances, the company will not buy or sell its shares.
Article 29 the directors and supervisors of the company, the directors, supervisors, senior managers of the company, the managers holding more than 5% of the shares of the company, and the shareholders holding more than 5% of the shares of the company sell their shares of the company within 6 months after buying, or sell them within 6 months after selling, or buy them again within 6 months after selling, The income thus obtained shall be purchased by the company within one month, and the income thus obtained shall be owned by the company. The board of directors of the company will recover all its income, and the board of directors of the company will recover its income. However, the purchase and sale income of securities companies due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase and sale of the remaining shares, and holds more than 5% of the shares due to the sale of the remaining shares, the issuance of the shares is not subject to the six-month time limit. And other circumstances stipulated by the CSRC, except that the board of directors of the company does not implement the provisions of the preceding paragraph.
The shareholders have the right to require the board of directors to act as the director, supervisor and senior manager mentioned in the preceding paragraph within 30 days. If the board of directors of the company fails to execute the shares held by the executive or natural person shareholders or their shares within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of their own or other equity securities, including their allocation, for the benefit of the company. If the company’s board of directors fails to implement the shares or other equity held by the company’s parents, children or others in accordance with the provisions of paragraph 1, the responsible director shall bear the pledged securities in accordance with the law.
Take responsibility. The board of directors of the company fails to comply with paragraph 1 of this article
If the provisions are implemented, the shareholders have the right to require the board of directors to implement them within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 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, which exercises the following functions and powers according to law:
（13） Deliberating and approving Article 41 (13) deliberating and approving the guarantee matters specified in Article 42; Guarantee matters stipulated;
（14） Deliberating and approving the transactions stipulated in Article 42 (14); Transaction matters specified;
…… ……
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan;
……
Article 41 the following external guarantees of the company Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders: the guarantee shall be deliberated and approved by the general meeting of shareholders: (I) the guarantee with a single guarantee amount exceeding 10% of the latest audited net assets of the company and its controlling subsidiaries; The total amount of external guarantees provided by the company exceeds 50% of the external audited net assets of the company and its holding subsidiaries in the latest period (II), and reaches or exceeds any guarantee provided in the latest period;
Any guarantee provided after 50% of the net assets; If the total amount of guaranteed assets provided by the company exceeds 70% (II) of the total amount of guaranteed liabilities in the most recent period, it shall be 70% of the total assets of the company; Any guarantee provided after 30 days;
(IV) according to the principle that the guarantee amount of twelve consecutive companies (III) the guarantee amount of the company within one year exceeds the cumulative calculation within months, which exceeds percent of the company’s latest audited total assets
Guarantee of 30% of the audited total assets; 30% guarantee;
(V) in accordance with the principle that the guarantee amount is calculated cumulatively within 12 consecutive months (IV) when the asset liability ratio exceeds percent, and exceeds the guarantee provided by the company’s most recent guarantee object of 70;
50% of the audited net assets in the current period, and the absolute amount (V) the single guarantee amount exceeds more than 50 million yuan in the latest period; A guarantee of 10% of the audited net assets;
(VI) guarantees provided to shareholders, actual controllers and (VI) to shareholders, actual controllers and their associates, regardless of the amount; Guarantees provided by related parties.
(VII) laws, administrative regulations and the board of directors of the China Securities Regulatory Commission must be approved by the regulatory documents of the CSRC or other guarantees stipulated by more than two-thirds of the directors attending the meeting of the board of directors of Shanghai Stock Exchange. The matter was deliberated and agreed. When the general meeting of shareholders deliberates the guarantee matters mentioned in the preceding paragraph, the guarantee matters in paragraph (III) must be deliberated and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting of the board of directors. It was adopted at the shareholders’ meeting in Item (IV) of the preceding paragraph. The guarantee must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
Article 42 transaction banks of the company Article 43 transactions of the company (providing guarantee, receiving cash assets, simple behavior (except providing guarantee, receiving cash assets, debt relief of the company’s obligations alone) that meet one of the following standards shall be deliberated and approved by the general meeting of shareholders: if one of the following standards is met, Subject to the deliberation and approval of the general meeting of shareholders: (I) the total amount of assets involved in the transaction (the same: if there is book value and evaluation value, the higher shall be taken as the higher; (I) if the total amount of assets involved in the transaction (the same) accounts for more than 50% of the book value and evaluation value of the company’s total assets audited in the latest period; (II) the transaction amount (including more than 50% of the debts and expenses undertaken) of the (II) transaction accounting for the company’s total audited assets in the latest period accounts for more than 50% of the company’s audited net assets involved in the subject matter (such as equity) of the (II) transaction in the latest period, In addition, the net assets of absolute amount (with book value and evaluation value exceeding 50 million yuan at the same time; whichever is higher) account for more than 50% of the profits generated from the latest (III) transaction of the company, and the amount of 50% of the audited net profits of absolute amount in recent fiscal year exceeds 50 million yuan;
Above, and the absolute amount exceeds 5 million yuan; (III) transaction amount (including commitments)
(IV) the subject matter of the transaction (such as equity), the most borne debt and expenses) account for more than 50% of the company’s latest audited net assets in the latest fiscal year, and the absolute amount of the company’s audited operating income in the latest fiscal year exceeds 50 million yuan;
(IV) the profit generated from the transaction accounts for the most yuan of the company; 50% (V) of the audited net profit in the recent fiscal year, the subject matter of the transaction (such as equity) is at least, and the absolute amount exceeds 5 million yuan; The net profit related to the recent fiscal year accounts for more than 50% of the audited net profit of the company’s (V) transaction subject (such as equity) in the latest fiscal year, and the absolute amount exceeds 5 million yuan. If the data involved in the above indicators of the company’s audited business in the latest fiscal year is negative, it will account for more than 50% of the revenue, and the absolute amount exceeds the absolute value. 50 million yuan;
(VI) the net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
If the data involved in the above indicators are negative, take the absolute value
