Securities code: Beijing Originwater Technology Co.Ltd(300070) securities abbreviation: Beijing Originwater Technology Co.Ltd(300070) Announcement No.: 2022044 Beijing Originwater Technology Co.Ltd(300070)
Announcement on change of registered capital and amendment of articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Beijing Originwater Technology Co.Ltd(300070) (hereinafter referred to as “the company”) held the 23rd Meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on April 7, 2022, deliberated and adopted the proposal on changing the registered capital and amending the articles of association. The relevant information is hereby announced as follows:
1、 Changes in registered capital of the company
The company has completed the repurchase and cancellation of 10000000 restricted shares, the total share capital of the company has been reduced from 3634209363 shares to 3624209363 shares, and the registered capital of the company has been reduced from 3634209363 yuan to 3624209363 yuan.
2、 Revision of the articles of Association
In order to further improve the corporate governance structure and standardize the company’s operation, in accordance with the provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and the standardized operation of GEM listed companies, and in combination with the company’s current repurchase and cancellation of 10000000 restricted shares, The total share capital of the company is reduced from 3634209363 shares to 3624209363 shares, and the registered capital of the company is reduced from 3634209363 yuan to 3624209363 yuan. The company plans to change the registered capital and amend the corresponding provisions of the articles of association. The specific amendments are as follows:
Before and after revision
Article 7 the registered capital of the company is RMB three hundred and thirty-four million two hundred and nine thousand three million six hundred and thirty-six hundred and twenty-four million two hundred and nine thousand three hundred and sixty yuan only. Three yuan only.
Article 19 the total number of shares of the company is 3.6 billion. Article 19 the total number of shares of the company is 3.6 billion
Thirty four million two hundred and nine thousand three hundred and sixty-three shares, all twenty-four million two hundred and nine thousand three hundred and sixty-three shares, are ordinary shares. Are ordinary shares.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors, senior managers, managers holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company sell their shares of the company within 66 months after buying, or within 6 months after selling, Or buy again within 6 months after selling, and the income from this shall belong to the company. If you buy, the income from this shall belong to the company, and the board of directors of the company shall be responsible for recovering the income. However, the board of directors of the company is responsible for recovering its income. However, if a securities company purchases after-sales surplus stocks due to underwriting, if the securities company holds more than 5% of the shares due to purchasing after-sales surplus stocks due to underwriting, and sells the stocks without holding more than 5% of the shares, the time limit for selling the stocks is not subject to 6 months. 6-month time limit.
If the board of directors of the company fails to implement the directors, supervisors and senior managers mentioned in the preceding paragraph in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement the shares or other measures held by the directors or natural person shareholders within 30 days. If the board of directors of the company fails to execute the securities with equity nature within the above-mentioned period, including its spouse, parents and shareholders, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of the shares held by their children and by using the accounts of others for the benefit of the company. Notes or other securities with the nature of equity.
If the board of directors of the company fails to comply with the provisions of paragraph 1, and the board of directors of the company fails to comply with the provisions of the preceding paragraph, if the responsible directors bear joint and several liabilities according to law, the shareholders have the right to require the board of directors to hold the liability within 30 days. that ‘s ok. 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, the responsible directors shall bear joint and several liabilities according to law.
Article 111 the board of directors shall exercise the following functions and powers: Article 111 the board of directors shall exercise the following functions and powers:
The board of directors of the company shall set up an audit committee, and the board of directors of the strategy and investment company shall set up an audit committee, strategy and Investment Committee, nomination committee, remuneration and assessment committee, nomination committee, remuneration and assessment committee and risk control committee. The special committee is responsible to the board of directors and the risk and control committee. Special committee
The board of directors shall be responsible for the performance of its responsibilities to the board of directors in accordance with the articles of association and the authorization of the board of directors. In accordance with the articles of association and the duties delegated by the board of directors, the proposal shall be submitted to the board of directors for deliberation and decision. The chairman and members of the professional committee shall be subject to the decision of the board of directors. The chairman and members of the professional committee shall be elected by half of the directors. All members of the special committee shall be elected by more than half of the meeting. The members of the special committee are all directors, among which the audit committee and the Nomination Committee Department are composed of directors. Among them, independent directors account for most of the audit committee, the nomination committee and the remuneration and assessment committee, the number of independent directors in the remuneration and assessment committee and act as the convener, the convener of the audit committee accounts for the majority and acts as the convener, and the convener of the audit committee is an accounting professional, The convener of the risk control committee shall be accounting professionals, and the risk and control committee members shall have legal professional background. The convener of the board of directors responsible for formulating the meeting shall have legal professional background. The board of directors is responsible for formulating the working procedures of the special committees and standardizing their operation.
Operation of the special committee.
Matters beyond the scope authorized by the general meeting of shareholders shall be raised, and matters beyond the scope authorized by the general meeting of shareholders shall be submitted to the general meeting of shareholders for deliberation. Submit it to the general meeting of shareholders for deliberation.
Article 129 a person who holds a position other than a director in the controlling shareholder of the company, a person who holds a position other than a director in the controlling shareholder or actual controller of the company, and a person who holds a position other than a director may not hold a senior management position of the company, and may not hold a senior management position of the company. Personnel.
The company’s senior managers are only paid in the company and are not paid by the controlling shareholder.
Article 140 the senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the company’s senior managers fail to faithfully perform their duties or violate the obligation of good faith, resulting in damage to the interests of the company and public shareholders, they shall be liable for compensation according to law.
In addition to the above amendments, other provisions of the articles of association remain unchanged.
The change of registered capital and the amendment of the articles of association of the company need to be submitted to the 2021 annual general meeting of shareholders for deliberation. The board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle matters related to the subsequent change of industrial and commercial registration. The final change content shall be subject to the content approved and registered by the industrial and commercial registration authority.
The full text of the revised articles of association is detailed in the relevant contents of the company’s announcement on the gem information disclosure media designated by the CSRC on the same day.
It is hereby announced.
Beijing Originwater Technology Co.Ltd(300070) board of directors
April 8, 2002
