Securities code: Keeson Technology Corporation Limited(603610) securities abbreviation: Keeson Technology Corporation Limited(603610) Announcement No.: 2022008 Keeson Technology Corporation Limited(603610)
Announcement on increasing registered capital, amending the articles of association and handling 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.
Keeson Technology Corporation Limited(603610) (hereinafter referred to as “the company”) held the 23rd Meeting of the second board of directors and the 13th meeting of the second board of supervisors respectively on April 15, 2022, deliberated and adopted the proposal on Amending the articles of association and handling the industrial and commercial change registration, which needs to be submitted to the 2021 annual general meeting of shareholders for deliberation.
1、 About increasing the registered capital of the company and handling the industrial and commercial change registration
According to the company’s plan for profit distribution and conversion of capital reserve into share capital in 2021, the company plans to distribute profit and capital reserve into share capital based on the total share capital registered on the equity distribution registration date, and increase 2.8 shares for every 10 shares to all shareholders in 2021. After the plan is approved and implemented by the 2021 annual general meeting of shareholders of the company, the total share capital of the company will be increased from 280069727 shares to 358489251 shares, and the registered capital of the company will be increased from 280069727 yuan to 358489251 yuan (subject to the amount of profit distribution).
2、 On Amending the articles of association and handling the industrial and commercial change registration
In order to further improve the corporate governance structure of the company, in accordance with the company law of the people’s Republic of China (revised in 2018), the securities law of the people’s Republic of China (revised in 2019), the Listing Rules of Shanghai Stock Exchange (revised in January 2022), the guidelines for the articles of association of listed companies (revised in 2022) and other relevant laws and regulations, and in combination with the actual situation of the company’s plan to convert capital reserve into share capital this time, The company plans to amend the relevant provisions of the current articles of association and handle matters such as industrial and commercial change registration. The details are as follows:
(Note: the modified content is underlined and marked in BOLD)
Current clause revised clause
Article 6 the registered capital of the company is 280069727 yuan. Article 6 the registered capital of the company is RMB 3584892510.
Article 10 the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, the rights and obligations between the company and shareholders, the rights and obligations between the company and shareholders, and the rights and obligations between the company and shareholders, shareholders and shareholders from the date of entry into force. The articles of association of the company shall become a legally binding document for the company, shareholders, directors and shareholders, It is legally binding on the company, shareholders, directors, supervisors, senior supervisors and senior managers. Managers are legally binding.
According to the articles of association, shareholders can sue shareholders, and shareholders can sue the company. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers of the company, The company may sue its shareholders, directors, supervisors, general manager and management personnel.
And other senior managers. Other senior managers mentioned in the articles of association refer to the deputy general manager and directors of the company. Article 11 other senior managers mentioned in the articles of association refer to the Secretary of the board of directors and the chief financial officer of the company.
Deputy general manager, Secretary of the board of directors and chief financial officer.
/New:
Article 11 the company shall establish a Communist Party to organize 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 280069727, and the total number of shares of the company is 358489251. The share capital structure of the company is 280069727 ordinary shares. The structure is: 3584892510 ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who buy or intend to buy shares of the company in the form of gifts, advances, guarantees, compensation or loans. Provide any assistance to persons who intend to purchase shares in the company.
Article 23 the company shall not purchase its own shares. However, under Article 23, a company may not acquire its own shares. However, it shall be excluded from any of the following circumstances:
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(V) a company that converts its shares into convertible shares issued by a listed company; (V) a company that converts its shares into convertible bonds issued by a listed company; Corporate bonds with notes;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase the company’s shares through public centralized trading. Article 24 the company may purchase the company’s shares through public centralized trading, or other party trading recognized by laws, regulations and the CSRC, or other methods recognized by laws, administrative regulations and the CSRC. Proceed in an orderly manner.
Article 29 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares, directors, supervisors and shareholders holding more than 5% of the company’s shares shall sell the company’s shares or senior managers, the company’s shares or other equity securities held by them within 6 months after purchase, If the pledged securities are sold within 6 months after purchase, or if they are purchased within 6 months after sale, the proceeds will belong to the company. If they are purchased, the proceeds will belong to the company. The board of directors of the company will recover the proceeds. However, the income of securities companies from purchase. However, if a securities company holds more than 5% of the remaining shares after the package sale due to the purchase of the remaining shares after the package sale, it shall sell more than 5% of the shares, unless there are other circumstances stipulated by the CSRC. Not subject to the 6-month time limit.
Article 39 the controlling shareholders and actual controllers of the company shall not take advantage of their relationship to harm the interests of the company. Violation of the regulations will cause damage to the company’s affiliated relationship and damage the interests of the company. Those who violate the regulations and cause losses to the company shall be liable for compensation. Be liable for compensation.
Article 40 the general meeting of shareholders is the authority of the company, which shall be exercised in accordance with the law. Article 40 the general meeting of shareholders is the authority of the company, which shall exercise the following functions and powers in accordance with the law:
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 41 the following external guarantees of the company shall be approved by the general meeting of shareholders. Article 41 the following external guarantees of the company shall be approved by the general meeting of shareholders:
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(II) the total amount of external guarantees of the company and its holding subsidiaries, (II) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries exceeds or exceeds 50% of the latest audited net assets or 50% of the latest audited net assets;
Any guarantee; (III) any guarantee provided after the total amount of external guarantee of the company exceeds the total amount of external guarantee of the latest audited total capital (III) Company and reaches or exceeds 30% of the latest assets;
Any guarantee provided after 30% of the audited total assets
…… (V) the guarantee amount of the company within one year exceeds 30% of the total assets of the company in the latest audit (V) according to the principle of cumulative calculation of the guarantee amount for 12 consecutive months;
Guarantee of 30% of the company’s latest audited total assets;
Article 43 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence of any of the following circumstances:
(I) the number of directors is less than the legal minimum specified in the company law
Or 2 / 3 of the number specified in the articles of Association; (I) the number of directors is less than 2 / 3 of the number specified in the company law or in the articles of Association;
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Article 46 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders Article 46 independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting of shareholders, the general meeting and the proposal of independent directors to convene an extraordinary general meeting of shareholders, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, in accordance with the laws In accordance with the provisions of the administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the proposal and within 10 days after receiving the proposal. Written feedback.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, the notice of convening the extraordinary general meeting of shareholders shall be issued within 5 days after the resolution of the board of directors is made; The board of directors shall issue a notice of convening the general meeting of shareholders within 5 days after it fails to do so; If the board of directors does not agree to convene an interim general meeting, it shall explain the reasons and make a public announcement. When the shareholders’ meeting is held, the reasons will be explained and announced.
Article 47 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders. Article 47 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. The board of directors shall the board of directors, and shall propose to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, put forward the written feedback of agreeing or disapproving the convening of the extraordinary general meeting of shareholders or disapproving the convening of the extraordinary general meeting of shareholders within 10 days after receiving the proposal in accordance with the provisions of administrative regulations and the articles of association. See you.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall make a decision. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will send a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. If the notice is correct, it will send a notice of convening the general meeting of shareholders within 5 days. The change of the original proposal in the notice shall be approved by the board of supervisors.
