Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022025
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
Tellgen Corporation(300642) (hereinafter referred to as “the company”) was established on April 22, 2022
The 10th meeting of the third board of directors was held on August, and the “on cancellation of some stock options and repurchase” was reviewed and adopted
Proposal on canceling some restricted shares and proposal on Amending the articles of association.
According to the company’s 2020 stock option and restricted stock incentive plan (Draft) (hereinafter referred to as
“Incentive plan”), the 2020 stock option and restricted stock incentive plan implemented by the company
The grant of the incentive plan (hereinafter referred to as the “incentive plan”) has been completed in 2021. According to the equity incentive of listed companies
Management measures, incentive plan and other relevant provisions of the company, and the fourth extraordinary general meeting of shareholders in 2020
With the authorization of the board of directors, the board of directors will punish 69558 shares that do not meet the conditions for lifting the restrictions in accordance with the incentive plan
Restricted shares shall be repurchased and cancelled. After the cancellation, the total shares of the company will be increased from 163904139
The number of shares decreased to 163834581, and the registered capital decreased from 163904139 yuan to 163834581 yuan.
Based on the above changes in registered capital and the issuance of the seal for listed companies by the China Securities Regulatory Commission
Cheng guidelines (revised in 2022) (CSRC announcement [2022] No. 2), the company is consistent with the articles of association
Relevant provisions shall be revised accordingly.
The revised articles of association shall come into force after being deliberated and approved by the general meeting of shareholders. The specific amendments are as follows:
After the original clause is revised
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”). Ltd. (hereinafter referred to as “the company”).
The company is Shanghai Tellgen Corporation(300642) Technology Co., Ltd. established on November 6, 2003. It is a joint stock limited company established by Shanghai Tellgen Corporation(300642) Technology Co., Ltd. established on November 6, 2003, and a joint stock limited company established on January 30, 2015. It was approved and registered by Shanghai Administration for Industry and commerce according to law on January 30, 2015, On the date of obtaining the registration, the registration was approved by the Shanghai Administration for Industry and commerce according to law, and the business license with the note number of 91310 Shandong Xinhua Pharmaceutical Company Limited(000756) 110429r was obtained. Business license numbered 91310 Shandong Xinhua Pharmaceutical Company Limited(000756) 110429r.
Article 6 the registered capital of the company is RMB 163904139 million. Article 6 the registered capital of the company is RMB 163834581 million.
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.
Article 19 the total number of shares of the company is 163904139 million shares, all of which are ordinary shares. Article 20 the total number of shares of the company is 163834581 million shares, all of which are ordinary shares. Shares.
Article 23 under the following circumstances, the company may purchase its own shares in accordance with the law and administrative law. Article 24 the company shall not purchase its own shares. However, in case of any of the following circumstances, departmental rules and the articles of association, the acquisition of shares of the company shall be excluded:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive;
(IV) shareholders disagree with the resolution on merger and division of the company made by the general meeting of shareholders (IV) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders; To require the company to acquire its shares;
(V) converting shares into convertible shares issued by listed companies (V) converting shares into convertible corporate bonds issued by listed companies; Corporate bonds;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests. (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests. Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association and items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; The acquisition of shares of the company under the circumstances of the company shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 and items (III), (V) and (VI) of Article 24 of the articles of association, it can purchase its shares according to the circumstances specified in item of the articles of association, it shall be authorized by more than two-thirds of the directors or the general meeting of shareholders, and the resolution of the meeting of the board of directors attended by more than two-thirds of the directors.
Resolution of the meeting. After the company purchases the shares of the company in accordance with Article 24 of the articles of association, and after the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of item (I), it shall be cancelled within 10 days from the date of acquisition; In case of items (II) and (IV), it shall be transferred to items (II) and (IV) within six months; in case of items (II) and (IV), it shall be transferred or cancelled within six months; Transfer or cancellation of items (III), (V) and (VI); In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed that of the company. In the case of the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
10% of the total issued shares and shall be transferred or cancelled within three years. Article 29 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company under Article 30 of the company, and the shareholders holding more than 5% of the shares of the directors and supervisors of the company shall sell the shares of the company or other affairs and senior managers held by them, and the shares of the company or other securities with equity nature held by them within 6 months after purchase, Or sell the securities of equity nature within six months after buying, or buy them again within six months after selling, and the resulting income belongs to the company. If the company buys them again within six months, the resulting income belongs to the company, and the board of directors of the company will recover the income. However, the securities company will recover its income due to the purchase and sale of underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to more than 6 shares but holds more than 5% of the shares, as well as the monthly time limit stipulated by the CSRC. Unless otherwise specified.
The stocks or other specific equity securities held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, including their spouses, parents, stocks or other specific equity securities, including their spouses, parents Shares held by children and held in other people’s accounts or other equity securities held by children and held in other people’s accounts or other equity securities. Securities.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors. If the board of directors of the company fails to 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 within the above-mentioned period, the shares shall be executed within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to directly file a lawsuit with the people’s court in their own name for the interests of the company, and have the right to directly file a lawsuit with the people’s court in their own name for the interests of the company. Litigation.
If the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors, if the board of directors of the company fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. Jointly and severally liable according to law.
Article 38 Where a shareholder holding more than 5% of the voting shares of the company pledges the shares held by a shareholder holding more than 5% of the voting shares of the company in accordance with Article 39, he shall pledge his shares to the company from the date of the occurrence of the fact. If he pledges his shares to the company, he shall make a written report to the company from the date of the occurrence of the fact. The company shall make a written report.
Any shareholder who holds or holds securities trading through the stock exchange with others through agreements or other arrangements, and the shares of the company held or jointly owned by shareholders reach 5% of the issued shares of the company, shall report to the CSRC and the stock exchange within 3 days from the date of negotiation or other arrangements to jointly hold the issued voting shares of the company with others, It shall, within three days from the date of occurrence of the fact, issue a written report to the China Securities Regulatory Commission, notify the company in writing and make a public announcement. Within the above-mentioned period, the CSRC and the stock exchange shall make a written report and notify the company in writing, and shall not buy or sell the company’s shares, except under the circumstances specified by the CSRC. To be announced. During the above-mentioned period, the company’s shares shall not be traded, except under the circumstances stipulated by the CSRC that any Chinese shareholder holds or jointly holds the certificate with others through agreement or other arrangements.
After the shares of a company reach 5% of the issued shares of the company, for every 5% increase or decrease in the proportion of the issued shares held by the shareholders of the company or jointly held with others through agreements or other arrangements, the company held by them shall report and announce after the issued voting shares of the company reach 5% in accordance with the provisions of the preceding paragraph. From the date of the occurrence of this fact to 3 days after the announcement, the company’s shares shall not be traded for every 5% increase or decrease in the proportion of voting shares issued, except under the circumstances prescribed by the CSRC. Make reports and announcements in accordance with the provisions of the preceding paragraph. From the date of the occurrence of this fact to three days after the company’s violation of the provisions of paragraphs 2 and 3 of this article to buy the ownership in the company, it shall not buy or sell the company’s shares, except for the shares that exceed the specified proportion within 36 months after the purchase as stipulated by the CSRC.
The voting rights shall not be exercised. After the shareholders hold or jointly hold with others through agreement or other arrangements, any shareholder who holds or jointly holds with others through agreement or other arrangements up to 5% of the issued voting shares of the company, the shareholders whose shares of the company reach 10% of the issued shares of the company shall increase or decrease by 1% after reaching 10% of the issued voting shares, The company shall disclose the information of its holding of the company’s shares and the subsequent facts to the company within three days after the occurrence of the event, notify the company and make an announcement. Plan to increase the company’s shares and request the board of directors to convene an extraordinary general meeting of shareholders. If the company has the right to vote in violation of the provisions of paragraphs 2 and 3 of this article, explain the plan to increase the company’s shares to the general meeting of shareholders. If the relevant information disclosure is less than that of the shares, within 36 months after the purchase, the shares exceeding the specified proportion, incomplete or untrue, or the explanatory matters shall not exercise the voting right without the deliberation and approval of the general meeting of shareholders.
It has no right to nominate candidates for directors and supervisors of the company. When a shareholder holds or jointly holds 10% of the issued voting shares of the company with others through agreement or other arrangements, he shall disclose his holding of the company to the company within three days from the date of this fact
