Securities code: Fujian Sunner Development Co.Ltd(002299) securities abbreviation: Fujian Sunner Development Co.Ltd(002299) Announcement No.: 2022025 Fujian Sunner Development Co.Ltd(002299)
Announcement on reducing the registered capital and amending the articles of association accordingly
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.
1、 Amendments to the articles of Association
On April 20, 2022, the seventh meeting of the sixth board of directors of Fujian Sunner Development Co.Ltd(002299) (hereinafter referred to as “the company”) deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2019 restricted stock incentive plan. A total of 227 incentive objects who have been listed in the incentive plan but have not been cancelled due to the provisions of the incentive plan and restricted shares of the company in 2019, The company plans to buy back and cancel 212443 restricted shares held by 9 incentive objects in the first grant and 2 incentive objects in the reserved grant part of the 2019 restricted stock incentive plan who have resigned for personal reasons; The company plans to buy back and cancel a total of 7784 restricted shares that cannot be lifted due to the fact that the performance evaluation result of the six incentive objects in 2020 is C. On the premise that there is no other change in the total number of shares of the company, after the company completes the repurchase and cancellation, the registered capital will be reduced from 1243973396 yuan to 1243753169 yuan, and the total number of shares will be reduced from 1243973396 shares to 1243753169 shares. At the same time, in combination with the provisions of 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 2019) issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board issued by Shenzhen Stock Exchange and other laws, regulations and normative documents, According to the actual situation of the company, the company plans to modify some provisions of the current articles of association. The details are as follows:
The original content before this modification is the content after this modification
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 1243973396. 1243753169 yuan.
Article 19 the total number of shares of the company after the initial public offering of shares to the public is 41000000 shares, all of which are RMB ordinary shares (a 41000000 shares, all of which are RMB ordinary shares (A shares). After deliberation at the 2010 annual general meeting of shareholders of the company (general shares). According to the deliberation and approval of the company’s 2010 annual general meeting of shareholders, the total number of shares of the company is 41000000, the total number of shares of the company is 41000000, the capital reserve is used as the base for every 10 shares to all shareholders, the capital reserve is used to increase 10 shares for every 10 shares to all shareholders, a total of 10 shares are transferred to all shareholders, and a total of 41000000 shares are transferred to all shareholders. After the implementation of this plan, 41000000 shares of the company. After the implementation of the plan, the total number of shares of the company is 820000000, all of which are people’s shares. The total number of shares is 820000000, all of which are RMB common shares (A shares). The company implemented the non-public approval in May 2011 after the approval of the approval of Fujian Sunner Development Co.Ltd(002299) non-public development of Fujian Sunner Development Co.Ltd(002299) non-public development of shares (zjxk [2011] No. 630) and the approval of bank shares (zjxk [2011] No. 630) issued by the CSRC. On June 3, 2011, 90.9 million shares were issued. On June 3, 2011, 90900000 non-public shares issued by the company to specific objects were listed in Shenzhen Stock Exchange, 90900000 shares were listed in Shenzhen Stock Exchange, the total number of shares of the company increased to 9109000000 shares, and the total number of shares of the company increased to 9109000000 shares, all of which are RMB common shares (A shares). All of them are RMB ordinary shares (A shares).
Approved by the Ministry of Commerce, the Ministry of Commerce, the China Securities Regulatory Commission and the China Securities Regulatory Commission, the company issued 200 million non-public shares in May 2015 and 200 million non-public shares in May 2015, The total number of shares of the company increased to 1110.9 million shares, and the total number of shares of the company increased to 1110.9 million shares, all of which are RMB ordinary shares (A shares). All of them are RMB ordinary shares (A shares).
Approved by the China Securities Regulatory Commission (CSRC) (zjxk [2017] No. 1843), the company was approved in 2017 [2017] No. 1843)
The non-public offering of shares was implemented in November. In November, 128508517 shares were issued. The total number of shares of the company increased to 128508517 shares, and the total number of shares of the company increased to 1239480517 shares, all of which were RMB ordinary shares (A shares). Shares).
On February 21, 2020, the company granted the institutional stock incentive plan to the incentive objects of the 2019 restricted stock incentive plan for the first time. On February 21, 2020, the incentive objects of the restricted stock incentive plan for the first time granted 4818995 shares in Shenzhen Stock Exchange. 4818995 shares of restricted stock were listed in Shenzhen Stock Exchange. The total number of shares of the company increased to exchange listing, and the total number of shares of the company increased to 1244299512 shares, All of them are 1244299512 RMB ordinary shares (A shares), and all of them are RMB ordinary shares (A shares). Shares).
The company repurchases and cancels the restricted shares in 2019. After the company repurchases and cancels 270448 restricted shares in part of the restricted stock incentive plan in 2019, the total number of shares of the company is reduced to, and the total number of shares of the company is reduced to 1244029064, All of them are 1244029064 RMB ordinary shares (A shares), and all of them are RMB ordinary shares (A shares). Shares).
On January 8, 2021, the company reserved and granted the restricted stock incentive plan to the incentive objects of the restricted stock incentive plan in 2019. On January 8, 2021, 376686 restricted stocks reserved and granted by the incentive objects of the restricted stock incentive plan were listed in Shenzhen Stock Exchange, 376686 institutional stocks were listed in Shenzhen Stock Exchange, and the total number of shares of the company increased to listed, The total number of shares of the company increased to 1244405750 shares, all of which are RMB ordinary shares (A shares). Shares).
The company’s repurchase and cancellation of restricted shares in 2019 encouraged the company to repurchase and cancel 432354 shares of some restricted shares in the 2019 restricted stock incentive plan and 652581 shares of some restricted shares in the incentive plan. After the total number of shares of the company was reduced to, the total number of shares of the company was reduced to 1243973396 shares, All of them are 1243753169 RMB ordinary shares (A shares), and all of them are RMB ordinary shares (A shares). Shares).
The company will revise the current articles of association and prepare a new articles of association in accordance with the above amendments. After the proposal is deliberated and approved at the 2021 annual general meeting of the company, the new articles of association will come into force and the current articles of association will be repealed at the same time.
In addition, the company requests the general meeting of shareholders to authorize the board of directors or its authorized person to be fully responsible for handling all relevant procedures such as change registration and filing of articles of association involved in reducing registered capital and amending the articles of association with the company registration authority (Fujian market supervision and Administration Bureau), In addition, the board of directors or its authorized person has the right to make necessary amendments to the articles of association after this amendment in accordance with the examination and approval opinions or requirements put forward by the company registration authority or other relevant competent government departments.
2、 Documents for future reference
Resolution of the 7th Meeting of the 6th board of directors of the company.
It is hereby announced.
Fujian Sunner Development Co.Ltd(002299)
Board of directors
April 21, 2002
