Securities code: Jiangsu Bide Science And Technology Co.Ltd(605298) securities abbreviation: Jiangsu Bide Science And Technology Co.Ltd(605298) Announcement No.: 2022006 Jiangsu Bide Science And Technology Co.Ltd(605298)
On changing the registered capital and amending the articles of Association
And handle the announcement of relevant change procedures
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.
Jiangsu Bide Science And Technology Co.Ltd(605298) (hereinafter referred to as "the company" or "the company") held the fourth meeting of the third board of directors on April 20, 2022, deliberated and adopted the proposal on Amending the articles of association and the proposal on the company's profit distribution and capital reserve conversion plan in 2021. The relevant information is hereby announced as follows:
In view of the company's plan to increase its share capital, after the increase, the total share capital of the company will be changed to 140.4 million shares. At the same time, the corresponding provisions of the articles of association have been revised in accordance with the provisions of laws, regulations and normative documents such as the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shanghai Stock Exchange (revised in January 2022) and in combination with the actual situation of the company, And authorize the board of directors of the company to handle the industrial and commercial change registration. Some articles of the articles of association are proposed to be revised this time. The specific amendments are as follows:
No. articles of association after amendment
Article 6 the registered capital of the company is RMB 10800. Article 6 the registered capital of the company is RMB 140401
Ten thousand yuan. Ten thousand yuan.
Article 11 other senior managers in the articles of association Article 11 other senior managers in the articles of association 2 Members refer to the company's deputy general manager, chief financial officer and directors, and refer to the company's deputy general manager, Secretary of the board of directors, financial secretary or other personnel recognized by the board of directors. Person in charge of business or other personnel determined by the board of directors.
Article 12 the company shall, in accordance with Article 3.2 of the articles of association of the Communist Party of China increase
It is stipulated that the Communist Party shall be established to organize and carry out party activities.
The company provides necessary conditions for the activities of the party organization.
Article 14 after registration according to law, the business scope of the company Article 13 the business scope of the company is: Railway Locomotives
Enclosure: Railway rolling stock accessories and communication signal accessories, vehicle accessories and communication signal accessories, air conditioning duct and accessories
Development, design and manufacture of air conditioning ducts and accessories; Development, design and manufacturing of parts; Self operated and agent
Self operated and agent import and export of various commodities and technologies 4 Import and export of goods and technologies, but limited by the state
However, except for the commodities and technologies that the state restricts enterprises to operate or prohibits import and export enterprises to operate or prohibit import and export
Except for goods and technology. (items subject to approval by relevant departments according to law)
Business activities can be carried out only after the approval of relevant departments)
(moving)
Article 27 the shares of the company held by the promoters and 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. Public 5 The shares issued before the company's public offering and the shares issued before the company's public offering may be transferred within one year from the date when the company's shares are listed and traded on the stock exchange without a vote within one year from the date when the company's shares are listed and traded on the stock exchange. Non transferable.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the voting shares of the company and more than 5% of the voting shares of the company shall sell the company's shares held by them within 6 months from the date of buying the company's shares or other shares held by them, Or if the securities with equity nature are sold and purchased within 6 months from the date of purchase, the resulting proceeds are sold within 6 months, or if the proceeds are owned by the company within 6 months from the date of sale, and the board of directors takes back the proceeds and buys them again, the resulting proceeds shall belong to the proceeds of the company. However, the board of directors shall recover the income of the securities company due to the purchase and after-sales of underwriting. However, 6
If the remaining shares hold more than 5% of the shares, the sale of the shares held by the securities company due to the sole agency purchase of the after-sales remaining shares is not subject to the six-month time limit. There are more than 5% shares, and there are other circumstances stipulated by the CSRC that the board of directors of the company does not implement the provisions of the preceding paragraph.
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 in accordance with the provisions of the preceding paragraph and the board of directors of the company fails to execute within the above-mentioned period, the shareholders shall have the right to require the board of directors to execute the shares within 30 days, and have the right to directly execute the shares in their own name for the benefit of the company.
If the board of directors of the company fails to implement within the above-mentioned time limit, it shall then bring a lawsuit to the people's court. Shareholders have the right to act in their own name for the benefit of the company
The board of directors of the company does not act in accordance with the provisions of paragraph 1 and directly brings a lawsuit to the people's court.
If yes, the responsible directors shall be jointly and severally liable according to law. The board of directors of the company does not hold office in accordance with the provisions of paragraph 1. In case of failure, the responsible directors shall be jointly and severally liable according to law
Article 32 shareholders of the company enjoy the following rights: Article 33 shareholders of the company enjoy the following rights: (I) receive dividends according to their share of shares; (I) receive dividends and other forms of benefit distribution according to their share of shares; Dividends and other forms of profit distribution;
(II) request, convene, preside over and participate in the shareholders' meeting according to law (II) request, convene, preside over, participate in or appoint shareholders' agents to participate in the shareholders' meeting according to law, add or appoint shareholders' agents to participate in the shareholders' meeting and exercise corresponding voting rights; And exercise corresponding voting rights;
(III) supervise the operation of the company, (III) supervise the operation of the company and put forward suggestions or questions; Put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the company's articles of association. (IV) transfer, gift or pledge its shares in accordance with the provisions of the articles of Association; Shares in the company;
7. (V) check the articles of association, the register of shareholders, the company (V) check the articles of association, the register of shareholders, the stub of corporate bonds, the minutes of the general meeting of shareholders, the stub of corporate bonds of the company, the minutes of the general meeting of shareholders, the resolutions of the board of directors, the board of supervisors and the financial board, the resolutions of the board of supervisors and the financial report; Accounting report;
(VI) in case of termination or liquidation of the company, participate in the distribution of the company's remaining property according to its share of shares held in case of termination or liquidation of the company; Distribution;
(VII) shareholders who disagree with the company merger and division made by the general meeting of shareholders (VII) shareholders who disagree with the company merger and resolution made by the general meeting of shareholders, require the company to purchase the shareholders who disagree with the division resolution, and require the company to purchase shares; Its shares;
(VIII) other rights stipulated in laws, administrative regulations, departmental rules or the articles of association of this (VIII) law, administrative regulations, departmental rules. Or other rights stipulated in the articles of association.
Article 33 shareholders propose to inspect the assets mentioned in the preceding Article Article 34 shareholders propose to inspect the assets mentioned in the preceding Article 8 In case of material, it shall provide the company with relevant information proving its holding of the company or ask for materials, and shall provide the company with written documents of the type and number of shares to prove the type and holding of the company's shares
After verifying the identity of shareholders, the company shall provide the number of written documents required by shareholders. It shall be provided as required by the shareholders.
Article 34 The of the general meeting of shareholders and the board of directors of the company
Article 35 Where the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders shall be punished
If the content of the resolution violates laws and administrative regulations, the shareholders have the right to request the people's court to determine it invalid.
Have the right to request the people's court to find it invalid.
Convening procedures of the general meeting of shareholders and the board of directors
The convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the company
Where the voting method violates laws, administrative regulations or the articles of association, or the content of the resolution violates the articles of association,
If the articles of association or the content of the resolution violates the articles of association, 9 Shareholders may, within 60 days from the date of making the resolution, request
Shareholders have the right to request the people's court to revoke the resolution within 60 days from the date of making the resolution.
Request the people's court to revoke it.
According to the resolutions of the general meeting of shareholders and the board of directors, the company has
If the company has gone through the change registration according to the resolution of the general meeting of shareholders and the board of directors, the people's court shall announce the resolution
After the people's court declares the resolution invalid or revokes the resolution, the company shall report to the public
After the resolution is invalid or revoked, the company shall apply to the company registration authority for revocation of the change registration.
The registration authority of the company applies for cancellation of the change registration.
Article 38 shareholders holding more than 5% of the company's voting shares Article 39 shareholders holding more than 5% of the company's voting shares shall sell their shares to shareholders. Shareholders holding shares shall sell their shares to shareholders
