Securities code: Guangdong Enpack Packaging Co.Ltd(002846) securities abbreviation: Guangdong Enpack Packaging Co.Ltd(002846) Announcement No.: 2022029 bond Code: 128079 bond abbreviation: Yinglian convertible bond
Guangdong Enpack Packaging Co.Ltd(002846)
Announcement on revising relevant systems of the company
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.
Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as "the company") held the 20th meeting of the third board of directors and the 19th meeting of the third board of supervisors on April 23, 2022, The articles of association, the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors, the rules of procedure of the board of supervisors, the working rules of independent directors, the management system for shareholding changes of directors, supervisors and senior managers, the management measures for external guarantees, the management measures for connected transactions, the management measures for major transactions, the management system for investor relations and the management system for information disclosure were reviewed and revised respectively There are 12 systems related to corporate governance in the registration and management system for insiders of insider information. The details are hereby announced as follows:
1、 Comparison table of amendments to the articles of Association
The company's convertible corporate bond (bond abbreviation: Yinglian convertible bond, convertible bond Code: 128079) has entered the stock conversion period since April 27, 2020. Up to now, the total share capital of the company has been changed to 318394616 shares. Based on the above matters, the company plans to amend the corresponding registration provisions of the articles of association and change the registered capital of the company to 318394616 shares.
At the same time, in accordance with the relevant provisions and requirements of the Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of main board listed companies, guidelines for the articles of association of listed companies (revised in 2022), guidelines for the governance of listed companies (revised in 2018), and in combination with the actual situation and needs of the company, the company revised the relevant provisions of the articles of association. The specific amendments are as follows:
Before and after revision
Article 1 in order to safeguard Guangdong Enpack Packaging Co.Ltd(002846) Article 1 in order to safeguard the legitimate rights and interests of Guangdong YINGLIAN Packaging Co., Ltd. (hereinafter referred to as "the company" or "the company"), shareholders and creditors (hereinafter referred to as "the company" or "the company"), shareholders and debts, and standardize the organization and behavior of the company, According to the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities justice") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities law") Governance standards for listed companies (revised in 2018), hereinafter referred to as the "Securities Law"), governance standards for listed companies, guidelines for the articles of association of listed companies (revised in 2019) Shenzhen Stock Exchange (revised in 2018), guidelines for the articles of association of listed companies (revised in 2022, Shenzhen Stock Exchange Stock Listing Rules (revised in 2020)), Shenzhen Stock Exchange Stock Listing Rules (hereinafter referred to as "Stock Listing Rules"), Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as "guidelines for the standardized operation of listed companies of Stock Exchange (revised in 2020)" The articles of association are formulated in combination with the specific conditions of the company and the self-discipline supervision of listed companies of Shenzhen Stock Exchange and other relevant laws, regulations, rules and normative documents, and the guidelines for the administration of No. 1 - standardized operation of listed companies on the main board. Other relevant laws, regulations, rules and normative documents, and formulate the articles of association in combination with the specific conditions of the company.
Article 3 the company is established by Shantou Yinglian Yilagai Co., Ltd. in accordance with the law in the form of overall change, and in Shantou Administration for Industry and Commerce in accordance with the law in the form of overall change, and registered with Shantou market supervision and Administration Bureau, obtained the business license of enterprise legal person, registered with the unified supervision and Administration Bureau, and obtained the business license of enterprise legal person, The social credit code is 91440500784860067g. The unified social credit code is 91440500784860067g.
Article 7 the registered capital of the company is RMB. Article 7 the registered capital of the company is RMB 318393413. 318394616 yuan.
...... ......
(New) Article 13 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 14 after registration according to law, the business scope of the company is: Article 15 after registration according to law, the business scope of the company is manufacturing and processing: hardware products; Sales: metal materials, plastics: manufacturing, processing: hardware products; Sales: metal materials, raw materials; Import and export of goods and Technology (plastic raw materials in accordance with laws and administrative laws; import and export of goods and Technology) (projects that must be approved according to law can be carried out only after being approved by relevant departments, except those prohibited by regulations; projects restricted by laws and administrative regulations
It can only be operated after obtaining permission). (camp activities)
Article 21 the total number of shares of the company is Article 22 the total number of shares of the company is 318393413 shares, all of which are ordinary shares. 318394616 shares, all ordinary shares.
Article 22 the company or its subsidiaries (including the company's subsidiaries) (including the company's subsidiaries) shall not provide any subsidies for the purchase or proposed purchase of the company's shares in the form of gifts, advances, guarantees, compensation or the company's subsidiaries) in the form of compensation or loans to those who purchase or intend to purchase the company's shares.
Provide any assistance to those who share.
Article 25 under the following circumstances, the company may not purchase its own shares in accordance with Article 26. The provisions of laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company
...... (VI) necessary for the company to maintain the company's value and shareholders' equity (VI) necessary for the company to maintain the company's value and shareholders' equity.
Yes.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 30 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's publicly issued shares shall not be transferred within one year from the date of establishment of the company. The shares issued before the company's public offering and the shares issued before the company's shares are issued on the stock exchange shall not be transferred within 1 year from the date of trading of the company's shares on the stock market. It shall not be transferred within one year from the date when the exchange is listed for trading.
The directors, supervisors and senior managers of the company shall report the shares of the company held by them and their changes to the company. During the term of office, the company shall report the shares of the company held by them and their changes. The shares transferred each year during his term of office shall not exceed the shares of the company held by him. During his term of office, the shares transferred each year shall not exceed 25% of the total number of companies held by him; 25% of the total number of shares of the company held by the company; The shares held by the company shall not be transferred within 1 year from the date of public listing and trading. The above-mentioned personnel shall not transfer the company's shares within one year from the date of listing and trading. The company's shares held by them shall not be transferred within 6 months after the above. Within 6 months after leaving the company, the employee shall not transfer the shares held by the directors, supervisors and senior managers of the company. Within 12 months after taking office for 6 months, the number of shares of the company sold through listing and trading on the stock exchange accounts for the proportion of the company directly and indirectly held by it
The proportion of the total number of shares shall not exceed 50%.
Article 31 directors, supervisors and senior managers of the company Article 32 shareholders holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company shall sell their shares, directors, supervisors and senior managers of the company or other equity securities within 6 months after buying the shares or other equity securities of the company, Either sell within 6 months after the sale and buy within 6 months after the sale, or buy within 6 months after the sale, and the resulting income will belong to the company. The board of directors of the company will buy again, and the resulting income will belong to the company, and the directors of the company will recover their income. However, the securities company will recover its income due to the purchase of underwriting. However, if a securities company holds more than 5% of the shares due to the sale of the remaining after-sales shares, and sells the shares and purchases the remaining after-sales shares and holds more than 5% of the shares, the ticket is not subject to the six-month time limit. And other circumstances stipulated by the CSRC
Article 40 the shareholders of the company shall undertake the following obligations: Article 41 The shareholders of the company shall undertake the following obligations:
...... ......
(IV) not abusing the rights of shareholders to damage the company or others; (IV) not abusing the rights of shareholders to damage the interests of the company or its shareholders; The independent status of the company's legal person and the interests of other shareholders shall not be abused; The independent status and limited liability of the company's legal person shall not be abused to damage the interests of the company's creditors; Shareholders' limited liability damages the interests of creditors of the company;
Where the shareholders of the company abuse the rights of shareholders and cause losses to the company or other shareholders (V) in accordance with laws, administrative regulations and the articles of association, they shall be liable for compensation according to law. Other obligations undertaken.
Where the shareholders of the company abuse the independent status of the company's legal person and the shareholders have the right to limit the liability of the company or other shareholders, evade debts and seriously damage the interests of the creditors of the company, and the shareholders cause losses, they shall be liable for compensation according to law. They shall be jointly and severally liable for the debts of the company. The shareholders of the company abuse the independent status of the company's legal person and the limited liability of shareholders (V) laws, administrative regulations, rules and normative documents to evade debts and seriously damage the interests of creditors of the company and other obligations that should be undertaken according to the articles of association. If it is beneficial, it shall be jointly and severally liable for the debts of the company.
Article 50 the general meeting of shareholders is the power organ of the company. According to Article 51, the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
...... ......
（13） Make a resolution on repurchasing the company's shares (Article 13 of the articles of association makes a resolution on repurchasing the company's shares (except for the circumstances specified in items (III), (V) and (VI) of Article 25, items (III), (V) and (VI) of Article 26 of this chapter); (except as provided in item);
（14） (14) the company's appointment and dismissal of accounting firms
Issue resolutions; Make resolutions;
（15） Deliberating and approving the Guarantees specified in the articles of association 0 (XV) deliberating and approving the Guarantees specified in the articles of association 0; Item;
（16） Review the company's purchase and sale of major assets within one year (16) review the items in which the company's purchase and sale of heavy assets within one year exceeds 30% of the company's latest audited total assets and major assets exceed 30% of the company's latest audited total assets; Matters to be resolved;
（17） Review and approve the change of the purpose of the raised funds; （17） Review and approval
