Securities code: Juneyao Grand Healthy Drinks Co.Ltd(605388) securities abbreviation: Juneyao Grand Healthy Drinks Co.Ltd(605388) Announcement No.: 2022026 Juneyao Grand Healthy Drinks Co.Ltd(605388)
Announcement on Amending the articles of association and handling the 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.
Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as "the company") held the 17th meeting of the 4th board of directors on April 19, 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 for deliberation. The specific matters are hereby announced as follows:
The company revised some articles of the articles of association in accordance with the provisions of the company law, the guidelines for the governance of listed companies and other laws, administrative regulations, departmental rules and normative documents, and in combination with the actual situation of the company. The specific amendments are as follows:
Before and after revision
Article 2 the company is a joint stock limited company established by Junyao group Dairy Co., Ltd. in accordance with the company law and other relevant provisions. The company is a joint stock limited company established by the overall change of the company. The company was registered with Yichang Administration for Industry and commerce, registered with Yichang market supervision administration, and obtained the business license with unified social credit Code: 914205007146625835. 914205007146625835 business license.
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.
Subsequent terms are deferred in order
Article 23 the company shall not acquire the company under the following circumstances
Shares may be issued in accordance with laws, administrative regulations and departmental rules. However, in case of any of the following circumstances, in addition to purchasing the shares of the company in accordance with the provisions of the articles of association:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; Merger of the company;
(III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive; Or equity incentive;
(Ⅳ) the shareholders request the company to purchase its shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders (Ⅳ) the shareholders request the company to purchase its shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders. The company acquired its shares.
(V) converting shares into listed companies; (V) converting shares into convertible corporate bonds issued by listed companies; Issued corporate bonds convertible into shares;
(VI) the listed company is necessary to maintain the company's value (VI) the listed company is necessary to maintain the company's value and shareholders' rights and interests. And shareholders' equity.
Except for the above circumstances, the company will not buy or sell shares of the company. Except for the above circumstances, the company will not buy or sell shares of the company. Activities of the company's shares.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers, managers holding more than 5% of the company's shares and shareholders holding more than 5% of the company's shares shall sell the company's shares or shareholders, the company's shares or other equity securities held by them within 6 months after purchase, and other equity securities shall be sold within 6 months after purchase, Or sell 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 will recover the income. However, the board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, and the securities company holds more than 5% of the shares due to the state ticket, as well as other circumstances stipulated by the securities regulatory authority of the Chinese Academy and other circumstances stipulated by the CSRC.
Except for. If the board of directors, supervisors and senior management companies referred to in the preceding paragraph fails to execute the shares held by personnel or natural person shareholders or their shareholders in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to hold his equity securities within 30 days, including his spouse
that 's ok. If the board of directors of the company fails to implement the rights held by parents and children or by using the accounts of others within the above-mentioned period, shareholders have the right to directly bring a lawsuit to the people's court in the name of their own shares or other certificates with the nature of equity for the benefit of the company. Coupons.
If the board of directors, supervisors and senior management companies referred to in the preceding paragraph fails to execute the shares held by personnel and natural person shareholders or their decisions in accordance with the first paragraph of this article, the shareholders have the right to require the board of directors to execute within 30 days the securities with the nature of equity, including their spouses and shareholders. If the board of directors of the company fails to execute within the above-mentioned time limit, the shareholders have the right to directly file a lawsuit in the people's court in their own name against the stocks or other certificates with the nature of equity held by their parents and children or by using the accounts of others for the benefit of the company. Litigation.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible director shall bear the responsibility according to law. If the provisions are implemented, the responsible director shall bear the responsibility according to law. Joint and several liability.
Article 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law: the power organ exercises the following functions and powers according to law:
...... ......
(IX) make resolutions on the merger, division and dissolution of the company; (IX) make resolutions on the merger, division, spin off, liquidation or change of corporate form of the company; Make a resolution on dissolution, liquidation or change of company form
...... Discussion;
（15） Review and approve the equity incentive plan
Draw; （15） Review and approve the equity incentive plan
...... And employee stock ownership plans;
......
Article 41 the following external guarantees of the company Article 42 the following external guarantees of the company must be deliberated and approved by the general meeting of shareholders:
(I) the company and its holding subsidiaries (I) any guarantee provided by the company and its holding subsidiaries that the total amount of external guarantee reaches or exceeds the total amount of external guarantee of the company, exceeds 50% of the latest audited net assets of the company, and provides more than 50% of the audited net assets in the future; Any guarantee;
(II) the total amount of external guarantee of the company reaches (II) the total amount of external guarantee of the company, exceeding
Any guarantee up to or more than 30% of the latest audited total assets and more than 30% of the latest audited total assets; Any guarantee provided;
(III) guarantee amount within 12 consecutive months (III) if the company's guarantee amount exceeds 50% of the company's latest audited net assets and the absolute amount exceeds RMB guarantee;
50000000 yuan; (IV) guarantee for the guarantee object with asset liability ratio exceeding 70% (IV) guarantee for the guarantee object with asset liability ratio exceeding 70%;
The guarantee provided by the insured; (V) the amount of a single guarantee exceeds 10% of the company's latest audited net assets;
Guarantee of 10% of the audited net assets of phase I; (VI) guarantees to shareholders, actual controllers and (VI) guarantees to shareholders, actual controllers and their related parties;
Guarantees provided by related parties; (VII) the guarantee amount within 12 consecutive months (VII) the guarantee amount within 12 consecutive months exceeds 30% of the company's latest audited total assets;
30%； (VII) requirements of laws, regulations and normative documents (VIII) other external guarantees required by laws, regulations and normative documents to be approved by the general meeting of shareholders and other external guarantees required to be approved by the general meeting of shareholders.
Insurance matters. When the general meeting of shareholders deliberates the guarantee matters in items (II) and (VII) of the preceding paragraph, it shall be approved by the shareholders attending the meeting. When the guarantee matters are approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. Adopted by more than 2 / 3 of the voting rights held by the shareholders. When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, and when the guarantee proposal provided for shareholders, actual controllers and their related parties is deliberated by the general meeting of shareholders, the shareholders or shareholders controlled by the actual controller shall not participate in the voting, and the voting shall be approved by the shareholders present, Such voting shall be approved by more than half of the voting rights held by other shareholders attending the shareholders' meeting and more than half of the voting rights held by other shareholders at the meeting.
Pass. The external guarantee matters to be considered by the general meeting of shareholders and the external guarantee matters to be considered by the general meeting of shareholders must be considered and approved by the board of directors before they can be submitted to the general meeting of shareholders for deliberation.
Submit to the general meeting of shareholders for deliberation. The calculation standard of the above guarantee amount shall be in accordance with the calculation standard of the above guarantee amount and in accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the stock listing rules of Shanghai Stock Exchange. Relevant regulations shall be implemented.
Article 42 transactions of the company (refer to Article 43 transactions of the company (except for providing guarantees, receiving cash assets, simply reducing or remitting public guarantees, receiving cash assets, simply reducing or remitting debts of the company) that meet one of the following standards, except for debts of the company's obligations) shall be submitted to the general meeting of shareholders for deliberation: 1. If the transaction meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation:
(I) the total amount of assets involved in the transaction (the same as (I) the total amount of assets involved in the transaction (if there are book value and evaluation value at the same time, whichever is higher, if there is book value and evaluation value, whichever is higher) accounts for more than 50% of the company's total assets audited in the latest period); More than 50%;
(II) the transaction amount of the transaction (including the debts and expenses involved in undertaking (II) the subject matter of the transaction (such as equity) accounts for more than 50% of the net assets of the company in the latest period (there are more than 50% of the book value and the net assets assessed and audited at the same time, and the absolute amount exceeds the value, whichever is higher) accounts for more than 50 million yuan of the company in the latest period; More than 50% of the audited net assets, and the profit from the transaction of absolute amount (III) accounts for more than 50 million yuan of the company;
50% of the audited net profit in the recent fiscal year (III) the transaction amount (including commitments above, and the absolute amount exceeds 5 million yuan; the debts and expenses borne) accounts for more than 50% of the latest audited net assets of the company through (IV) the transaction object (such as equity), and the absolute amount exceeds the relevant operating income in the recent fiscal year, accounting for more than 50 million yuan; The profit generated from the audited operating income (IV) transaction of the company in the latest fiscal year accounts for more than 50% of the company's largest, and the absolute amount exceeds 50 million yuan, which is 50% of the audited net profit of the recent fiscal year; Above, and the absolute amount exceeds 5 million yuan; (V) the related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the company's related operating revenue in the latest fiscal year, and the absolute amount exceeds 5 million yuan
