Securities code: Blue Sail Medical Co.Ltd(002382) securities abbreviation: Blue Sail Medical Co.Ltd(002382) Announcement No.: 2022021 bond Code: 128108 bond abbreviation: lanfan convertible bond
Blue Sail Medical Co.Ltd(002382)
Announcement on changing the registered capital and amending the 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.
Blue Sail Medical Co.Ltd(002382) (hereinafter referred to as "the company") held the 22nd Meeting of the 5th board of directors on April 12, 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
1. The company held the 15th meeting of the 5th board of directors on May 17, 2021 and the 2020 annual general meeting of shareholders on June 8, 2021. The proposal on the performance compensation scheme for the subject matter of major asset restructuring and the proposal on requesting the general meeting of shareholders to authorize the board of directors of the company to handle the follow-up matters of performance compensation for the subject matter of major asset restructuring were reviewed and approved, It is agreed that the company will repurchase and cancel 23361227 shares of the company held by Zibo lanfan Investment Co., Ltd., the performance commitment party, and 24787109 shares of the company held by Beijing Xinyu Investment Center (limited partnership) at a total price of 1 yuan. After the completion of this repurchase and cancellation of performance compensation shares, the total share capital of the company will be reduced by 48148336 shares and the registered capital will be reduced by 48148336 yuan. For details, the company disclosed on cninfo.com on May 18, 2021, June 9, 2021 and June 25, 2021 respectively（ http://www.cn.info.com.cn. ）Announcement on resolutions of the 15th meeting of the 5th board of directors (Announcement No.: 2021041), announcement on issuing shares and paying cash to purchase assets and raising matching funds and performance compensation scheme for related party transactions (Announcement No.: 2021043) Announcement on the resolution of 2020 annual general meeting of shareholders (Announcement No.: 2021047) and announcement on the completion of share repurchase and cancellation of performance commitment compensation for major asset restructuring (Announcement No.: 2021053).
2. With the approval of "zjxk [2020] No. 710" document of China Securities Regulatory Commission, the company publicly issued 314404 million convertible corporate bonds (hereinafter referred to as "convertible bonds") on May 28, 2020, with a total issuance amount of 314404 million yuan. This convertible bond is referred to as "lanfan convertible bond", with the bond code of "128108", and the conversion period is from December 3, 2020 to May 27, 2026. Due to the continuous conversion of shares by the holders of convertible bonds of the company, as of
On March 31, 2022, 91174149 convertible bonds were converted into shares.
To sum up, as of March 31, 2022, the registered capital of the company has changed from 964031086 yuan to 1007056899 yuan.
2、 Amendments to the articles of Association
In accordance with 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 guidelines for self regulatory supervision of listed companies No. 1 - standardized operation of listed companies on the main board and other laws and regulations, and in combination with the actual situation such as the change of the company's registered capital, the company plans to amend some provisions of the articles of association. The specific revised provisions are listed as follows:
Articles of association amended from the original articles of Association
Article 5 company domicile: Qilu Chemical, Zibo City, Shandong province article 5 company domicile: No. 21, Qingtian Road, Jigong Industrial Zone, Linzi District, Zibo City, Shandong Province. 48 Yinuo Road, xiajie street.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 100705
964031086 yuan. 68.99 million yuan
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 the total number of shares of the company is 964031086. Article 20 the total number of shares of the company is 1007056899 shares, all ordinary shares. 10000 shares, all ordinary shares.
Article 21 according to the needs of operation and development, Article 22 according to the needs of operation and development, the company can increase its capital in the following ways after being made by the general meeting of shareholders in accordance with the provisions of laws and regulations and resolutions made by the general meeting of shareholders in accordance with the provisions of laws and regulations:
(I) public offering of shares; (I) public offering of shares;
…… ……
(V) other methods approved by laws and administrative regulations, laws and administrative regulations of the China Securities Regulatory Commission (V) and the China Securities Commission. Other methods approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC").
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except under any of the following circumstances:
Acquisition of the company's shares: (I) reduction of the company's registered capital;
(I) reduce the registered capital of the company
... (VI) listed companies to safeguard the company's value and shareholders' rights
(VI) the listed company needs to safeguard the company's value and shareholders' rights and interests.
As needed.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose to purchase its own shares. Article 25 the company may purchase its own shares in one of the following ways: through public centralized trading or (I) centralized bidding trading in stock exchanges according to laws and administrative regulations; And other methods approved by the CSRC.
(II) method of offer; The company shall adopt other methods approved by the CSRC due to items (III) and (III) of Article 24 of the articles of association. Under the circumstances specified in items (V) and (VI), the acquisition of shares of the company due to items (III) and (VI) of Article 23 of the articles of association shall be carried out through public centralized trading. The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares under the circumstances specified in items (I) and (II) of Article 24 of the articles of association due to the circumstances specified in items (I) and (II) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The company's shares in accordance with article of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the shares of the company are purchased under the circumstances specified in items (III), (V) and (VI) of Article 23 and (III), (V) and (VI) of Article 24 of the articles of association, the shares of the company can be purchased under the circumstances specified in the articles of association. If the shares of the company can be purchased under the circumstances specified in the articles of association or authorized by the general meeting of shareholders, the provisions of three-thirds of the articles of association or authorized by the general meeting of shareholders can be used, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting attended by the above directors.
The company purchases its own shares in accordance with Article 23. After the company purchases the company in accordance with Article 24 of the articles of Association... It shall transfer or cancel it within three years. The shares of the company... Shall be transferred or cancelled within three years.
Article 26 the shares of the company may be transferred according to law. Article 27 the shares of the company may be transferred according to law. After the listing of the company's shares is terminated, the company's shares enter the agency share transfer system to continue trading.
Unless otherwise provided by laws, regulations, departmental rules and national policies, the company shall not modify the provisions of paragraph 2 of this article.
Article 28 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 shall not be transferred within 1 year from the date of its establishment. The shares issued before the company publicly issues... Shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange.
……
Article 29 the company holds more than 5% of the shares Article 30 the shareholders, directors, supervisors and senior managers of the company holding more than 5% of the shares shall be held by their shareholders, directors, supervisors and senior managers
If, within six months after the company buys the stock or sells the stock with the nature of the company, the stock is owned by the company or has the nature of the proceeds within six months after the company sells the stock, or if the stock is purchased by the company or has the nature of the proceeds within six months after the company sells the stock, The board of directors of the company shall recover its income. However, the board of directors of the securities company shall recover its income. However, unless the securities company holds 5% of the remaining shares after the purchase of the contracted sale, or more than 5% of the shares due to the purchase of the remaining shares after the contracted sale, as well as the shares prescribed by the securities regulatory authority under the State Council and other circumstances prescribed by the CSRC. Outside.
The directors, supervisors and senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, or the shares held by other natural person shareholders with the nature of equity or other securities with the nature of equity, including the securities held and utilized by their spouses, parents and children, including their spouses, parents Shares held by children and held in other people's accounts or shares held in other people's accounts with equity nature or other securities with equity nature. negotiable securities.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the board of directors of the shareholder company fails to implement the provisions of paragraph 1 of this article, and has the right to require the board of directors to implement it within 30 days. The shareholders have the right to require the board of directors to implement it within 30 days.
If the board of directors of the company fails to execute within the above-mentioned time limit, or the board of directors of the shareholder company fails to execute within the above-mentioned time limit, the shareholders have the right to directly file a lawsuit with the people's court in their own name for the interests of the company. Court proceedings.
If the board of directors of the company fails to implement the provisions of paragraph 1, the board of directors of the company fails to implement the provisions of paragraph 1 of this article, and the responsible directors shall bear joint and several liabilities according to law. The responsible directors shall be jointly and severally liable according to law.
Article 39 controlling shareholders and actual controllers of the company Article 40 the controlling shareholders and actual controllers of the company shall not use their affiliated relations to harm the interests of the company. Violation of regulations shall not use its affiliated relationship to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation. If losses are caused to the company, it shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the company. The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the public shareholders of the company. The controlling shareholder shall strictly enforce the obligation of good faith of the public shareholders. The controlling shareholder shall exercise the rights of the contributor in strict accordance with the law, and the controlling shareholder and the actual controller shall exercise the rights of the contributor in accordance with the law. The controlling shareholder shall not make use of the controller and its affiliates, and shall not make use of related party transactions, asset restructuring, profit distribution, asset restructuring, foreign investment, capital occupation, advance payment, foreign investment, guarantee Profit distribution and other ways of loan guarantee that damage the company and public shareholders directly or indirectly encroach on the funds, assets and legitimate rights and interests of the listed company, and shall not use its control position to damage the company and society, damage the legitimate rights and interests of the company and public shareholders, or affect the interests of public shareholders. Use its controlling position to damage the interests of the company and public shareholders.
Article 40 the general meeting of shareholders is the of the company
