Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: Shanying International Holdings Co.Ltd(600567) Announcement No.: pro 2022034
Bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement on Amending 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.
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 (revised in 2022), the stock listing rules of Shanghai Stock Exchange (revised in 2022), the self regulatory guidance for listed companies of Shanghai stock exchange No. 1 - standardized operation and other laws, regulations and normative documents, and in combination with the company's stock option incentive plan, the listing and circulation of exercise shares The conversion of publicly issued convertible corporate bonds into shares has resulted in changes in the total share capital of the company. Shanying International Holdings Co.Ltd(600567) (hereinafter referred to as "the company") held the 15th meeting of the 8th board of directors on April 15, 2022, and deliberated and adopted the proposal on Amending the articles of Association. The specific amendments are as follows.
The original provisions of the articles are to be revised
The registered capital of the company is RMB 4616175806. Article 6
4584584837 yuan.
The current total share capital of the company is 4584584837, and the current total share capital of the company is 4616175806 shares, all of which are Article 19
Shares, all ordinary shares. Common stock.
The company's directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares or the company's shares held by them within 6 months after purchase, or sell the securities with equity nature within 6 months after purchase, Or buy again within 6 months after the sale, and the resulting income belongs to the company. If the company buys again within 6 months after the sale, the resulting income belongs to the company. The board of directors of the company will recover its income and return it to the company, and the board of directors of the company will recover its income. However, Yi. However, if a securities company purchases after-sales surplus shares due to exclusive underwriting, a securities company holds more than 5% of after-sales surplus shares due to exclusive underwriting
For those who hold more than 5% of the shares, the sale of the shares is not subject to the time limit of 6 months.
Month time limit. If the directors, supervisors, senior managers and the board of directors of a natural company mentioned in the preceding paragraph fail to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement the shares or other equity securities held by the shareholders within 30 days. The company includes shares or other equity securities held by its spouse, parents and children and held by others' accounts that the board of directors has not executed within the above-mentioned period.
If the board of directors of the company directly reports to the people's court in its own name for the benefit of the company and fails to implement the provisions of the preceding paragraph, the shareholders have
Court proceedings. The right to require the board of directors to implement within 30 days. If the board of directors of the company fails to execute within the time limit specified in paragraph 1 above, the shareholders have the right to act on their own for the benefit of the company, and the responsible directors shall bear joint and several liabilities according to law. Bring a lawsuit directly to the people's court in the name of.
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.
The general meeting of shareholders is the power organ of the company, and the general meeting of shareholders is the power organ of the company according to law. It exercises the following functions and powers according to law:
……. …….
（15） Deliberating and approving changes in the use of raised funds (15) deliberating and approving financial matters that meet one of the following standards; Funding matters:
（16） Review the equity incentive plan; (1) The amount of single financial assistance exceeds 10% of the audited net assets of the company in the latest (17) review of laws, administrative regulations and departmental regulations;
(2) other matters that should be decided by the general meeting of shareholders in accordance with the provisions of this chapter or the articles of association. The asset liability ratio exceeds 70%;
……. (3) The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company's latest audited net assets;
Article 40 (4) provide financial assistance to affiliated joint stock companies;
(5) If the object of subsidy is the holding subsidiary within the scope of the company's consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, they can be exempted from being submitted to the board of directors and the general meeting of shareholders for deliberation.
(6) Other circumstances stipulated by the Shanghai Stock Exchange or the articles of association.
（16） Review and approve the change of the purpose of the raised funds; （17） Review the equity incentive plan and employee stock ownership plan; （18） Review other matters that should be decided by the shareholders' meeting according to laws, administrative regulations, departmental rules or the articles of association.
…….
In case of "providing guarantee" transactions in the company, the "providing guarantee" transactions in the company shall be submitted to the board of directors or the general meeting of shareholders for deliberation, and the board of directors or the general meeting of shareholders for deliberation and timely disclosure. The following information shall be disclosed in a timely manner. The following guarantee matters shall be reviewed by the board of directors and submitted to the general meeting of shareholders for deliberation: after deliberation, they shall be submitted to the general meeting of shareholders for deliberation: (I) the external guarantee of the company and its holding subsidiaries; (I) the total guarantee amount of the company and its holding subsidiaries shall be submitted after exceeding 50% of the latest audited net assets, Meet or exceed any guarantee provided in the latest review;
Article 41
Any guarantee provided after 50% of the net assets; (II) the total amount of external guarantee of the company exceeds the guarantee with asset liability ratio of more than 70% in the latest period (II), and any guarantee provided after 30% of the total audited assets;
The guarantee provided by the object; (III) the company's guarantee amount within one year exceeds the company's latest (III) single guarantee amount by more than 30% of the latest audited total assets;
Guarantee of 10% of net assets; (IV) provide guarantee for the guarantee object with asset liability ratio exceeding 70% (IV) guarantee for shareholders, actual controllers and their affiliates;
The guarantee provided by the party; (V) the amount of a single guarantee exceeds 10% of the latest audited net capital (V) within 12 consecutive months according to the guarantee amount;
Based on the principle of cumulative calculation, guarantee 30% of the total assets provided to shareholders, actual controllers and their related parties in excess of the latest audited (VI) of the company; Guarantee.
(VI) according to the guarantee amount, for the guarantee matters within the authority of the board of directors within 12 consecutive months, in addition to the principle of cumulative calculation, which exceeds the latest audit of the company and approved by more than half of all directors, it shall also be approved by more than two-thirds of the directors attending the board of directors with an absolute amount of more than 50 million yuan; (III) of the preceding paragraph; The guarantee shall be approved by more than two-thirds of the voting rights held by the voting shareholders present at the meeting (VII) as required by laws and regulations or the articles of association.
He promised.
For the guarantee matters within the authority of the board of directors,
In addition to the approval of more than half of all directors, it shall also
When more than two-thirds of the directors present at the meeting of the board of directors
agree The guarantee in Item (V) of the preceding paragraph shall be approved by the attending meeting
One third of the voting rights held by the voting shareholders
More than two years passed.
The following matters shall be adopted by the general meeting of shareholders by special resolution, and the following matters shall be adopted by the general meeting of shareholders by special resolution:
