Securities code: Hunan Aihua Group Co.Ltd(603989) securities abbreviation: Hunan Aihua Group Co.Ltd(603989) Announcement No.: 2022034 convertible bond Code: 113504 convertible bond abbreviation: Aihua convertible bond
Hunan Aihua Group Co.Ltd(603989)
On changing the registered capital of the company and amending the articles of Association
And authorized to handle the announcement of industrial and commercial change registration
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 Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as “the company” or “the company”) held the 6th meeting of the 5th board of directors on April 2, 2022, deliberated and adopted the proposal on changing the registered capital of the company, amending the articles of association and authorizing the handling of industrial and commercial change registration.
In accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange, the guidelines for the articles of association of listed companies (revised in 2022), the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 – standardized operation (SZF [2022] No. 2), and in combination with the actual situation of the company’s actual production and operation and the conversion of convertible corporate bonds into shares, the company plans to revise the relevant provisions and contents of the articles of association, And request the general meeting of shareholders to authorize the board of directors or the person authorized by the board of directors to go through the corresponding industrial and commercial change registration and filing procedures.
With the approval of zjxk [2017] No. 2350 document of China Securities Regulatory Commission, the company issued convertible corporate bonds with a total face value of 691 million yuan to the public on March 2, 2018, with a face value of 100 yuan each, and issued at face value for a period of 6 years. With the consent of self regulatory decision [2018] No. 34 of Shanghai Stock Exchange, the company’s 691 million yuan convertible corporate bonds have been listed and traded in Shanghai Stock Exchange since March 23, 2018. The bonds are referred to as “Aihua convertible bonds” for short and the bond code is “113504”. According to relevant regulations and the prospectus for Hunan Aihua Group Co.Ltd(603989) public offering of convertible corporate bonds, the “Aihua convertible bonds” issued by the company can be converted into A-share common shares of the company from September 10, 2018. From December 31, 2020 to March 31, 2022, a total of 95762 Zhongtong Bus Co.Ltd(000957) 60000 yuan of Aihua convertible bonds have been converted into shares of the company, and the number of shares formed by the conversion is 4554667 shares.
According to the above “Aihua convertible bonds” conversion results, the registered capital of the company increased by 4554667 yuan, and the registered capital was changed from 396260066 yuan to 400814733 yuan; Increase in shares of the company
4554667 shares, and the total number of shares of the company was changed from 396260066 shares to 400814733 shares.
The specific amendments to the articles of association are as follows:
Contents of original articles and revised contents
Article 2 Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant regulations. A joint stock limited company to be established.
The company is based on the former Yiyang Zijiang electronic components Co., Ltd. and is a joint stock limited company established on the basis of the overall change of the former Yiyang Zijiang electronic components Co., Ltd; A joint stock limited company that has been wholly changed and established by the people’s Republic of China; Approved by the Ministry of Commerce of the people’s Republic of China, approved by the Ministry of Commerce of the people’s Republic of China in Yiyang Administration for Industry and commerce, and registered with Yiyang market Bureau, the company has obtained a business license. The registration number is the registration number of the supervision and Administration Bureau. The company has obtained a business license, unified 430900 China International Marine Containers (Group) Co.Ltd(000039) 26. The social credit code is 9143090616681350f.
Article 6 the registered capital of the company is RMB 396260066 Article 6 the registered capital of the company is RMB. 400814733 yuan.
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Article 12 the company shall be established in accordance with the provisions of the company law. Article 12 the company shall organize and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company is determined by the party to establish the organization of the Communist Party of China and carry out party activities. Provide necessary conditions for the organization’s activities. The company provides necessary conditions for the activities of the party organization.
Article 20 the total number of shares of the company is 396260066, and the total number of shares of the company is 400814733. The capital structure is ordinary shares. The capital structure is common stock.
Article 21 the company or its subsidiaries (including the company Article 21 the company or its subsidiaries (including its subsidiaries) shall not give gifts, advances, guarantees, compensations or other forms of subsidiaries) and shall not make compensation or loans to those who buy or intend to buy shares of the company in the form of gifts, advances, guarantees, supplementary loans, etc, Provide any assistance for the purchase or proposed purchase of shares of the company. Provide any assistance to those who share.
Article 22 according to the needs of operation and development, according to the needs of operation and development, according to the provisions of laws and regulations, the company can increase its capital in the following ways after the shareholders’ meeting makes a resolution respectively. According to the provisions of laws and regulations, the company can increase its capital in the following ways:
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(VI) laws and administrative regulations and other methods approved by the CSRC. Other methods approved by the supervision and Administration Commission (hereinafter referred to as “CSRC”).
Article 24 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of this law.
However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company
…… (V) converting shares into convertible bonds issued by listed companies (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds that are shares; (VI) the listed company is necessary to safeguard the company’s value and shareholders’ rights and interests. (VI) the listed company is necessary to safeguard the company’s value and shareholders’ rights and interests.
Required. Except for the above circumstances, the company shall not buy or sell its shares. Except for the above circumstances, the company shall not buy or sell its shares. Activities.
Article 25 when a company purchases its own shares, it may choose to purchase its own shares in one of the following ways: through public centralized trading or (I) centralized bidding trading in stock exchanges in accordance with the law and administrative law; And other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 24 of the articles of association. In the case of purchasing the company’s shares due to items (III) and (V) of Article 24 of the articles of association under the circumstances specified in items (V) and (VI), the company’s shares shall be purchased through public centralized trading under the circumstances specified in items (V) and (VI). It shall be conducted through open centralized trading. Article 26 Where the company acquires its shares due to the circumstances specified in Article 24 (I) and Article 26 of the articles of association, the acquisition under the circumstances specified in paragraphs (I) and (II) of Article 24 shall be subject to the resolution of the general meeting of shareholders; Article 24 A resolution of the company shall be adopted by the shareholders’ meeting; If the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 due to items (III) and (V), it may purchase its own shares in accordance with the circumstances specified in items (VI) and (III) of the articles of association or the authorization of the general meeting of shareholders. If more than two-thirds of the directors are authorized, it may purchase its own shares in accordance with the provisions of the articles of association or the resolution of the board meeting attended by the general meeting of shareholders. With the authorization of the board of directors attended by more than two-thirds of the directors, the company shall make a resolution at the meeting after purchasing the shares of the company in accordance with Article 24. If it falls under item (I) of Article 24, it shall be cancelled within 10 days from the date when the receiving company purchases the company in accordance with paragraph 1 of Article 24; After the shares fall into item (II) and (IV), if they fall into item (I) of Article 24, they shall be transferred or cancelled within six months; The subsidiary shall be cancelled within 10 days from the date of acquisition; In the case of (II) to (III), (V), (VI) or (IV), which should be transferred within six months, the total number of shares held by the company shall not exceed the principal transfer or cancellation; 10% of the total issued shares of the company in items (III), (V) and (III) and should be transferred or cancelled within the year in the case of item (VI) of item 3. 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 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The company’s public offering department shall not be transferred within one year from the date of its establishment. The shares issued before the company’s public development of shares shall take effect from the date of listing of the company’s shares. The shares issued before the shares shall not be transferred within one year from the company’s shares. It shall not be transferred within one year from the date when the exchange is listed for trading. The directors, supervisors and senior managers of the company shall apply to the company. The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes, and report the shares of the company they hold and their changes when they are in office. The shares transferred each year during their term of office shall not exceed the shares they hold, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company they hold; 25% of the total number of shares of the same kind held by the company; The shares held shall not be transferred within one year from the date of listing and trading. The shares of the company held by the above-mentioned persons shall not be transferred within one year from the date of listing and trading of the company’s shares, and the company shall not transfer them within half a year after the employee leaves office. The above-mentioned personnel shall not transfer shares within half a year after their resignation. Let them hold the shares of the company.
Article 30 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company and the shareholders holding more than 5% of the shares of the company held by the directors sell the company’s shares held by them within 6 months after they buy them, or sell the company’s shares or other equity securities and buy them within 6 months after they buy them, The proceeds thus obtained shall be sold within six months after the company’s acquisition, or within six months after the sale, and the board of directors of the company will recover the proceeds. However, if the company buys again, the income from this will be owned by the company. The company’s securities company holds 5% of the company’s remaining after-sales shares due to underwriting and purchase, and the board of directors of the company will recover its income. However, if the securities company has more than shares, the sale of the shares is not subject to the six-month time limit. If the company holds more than 5% of the company’s shares due to the purchase of the remaining shares after package sales, and the board of directors fails to implement the provisions of the preceding paragraph, the shareholders have the right to hold shares, and other circumstances stipulated by the CSRC require the board of directors to implement within 30 days. Unless the board of directors of the company is absent.
If the execution is carried out within the above-mentioned period, the shareholders have the right to bring a lawsuit directly 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 for the shares held by the shareholder or other shares with the nature of equity, the responsible securities, including those held by his spouse, parents and children, and the responsible directors shall bear joint and several liabilities according to law. Stocks or other equity securities held in other people’s accounts.
If the board of directors does not have the right to execute within 30 days as required by this article. company
