Securities code: Shanghai Step Electric Corporation(002527) stock abbreviation: Shanghai Step Electric Corporation(002527) Announcement No.: pro 2022022 Shanghai Step Electric Corporation(002527)
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 and complete without false records, misleading statements or major omissions.
Shanghai Step Electric Corporation(002527) (hereinafter referred to as "the company") held the 20th meeting of the 5th board of directors on April 23, 2022, deliberated and adopted the proposal on Amending the articles of association. In view of the revision of relevant provisions such as the stock listing rules of Shenzhen Stock Exchange and the guidelines for the articles of association of listed companies, and in accordance with the provisions of the prospectus for public issuance of convertible corporate bonds by Shanghai Shanghai Step Electric Corporation(002527) Electric Co., Ltd., Shida convertible bonds (bond Code: 128018) publicly issued by the company in 2017 can be converted into shares of the company from May 10, 2018. Since the change of the company's registered capital was deliberated and approved at the second extraordinary general meeting of shareholders in 2021, the company has issued new shares through Shida convertible bonds and equity incentive. As of March 31, 2022, the total number of shares of the company is 659951891, with a par value of RMB 1 per share, all of which are ordinary shares. Therefore, the company needs to modify the articles of association accordingly.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and needs to be approved by more than 2 / 3 of the effective voting rights held by the shareholders attending the general meeting of shareholders, and the general meeting of shareholders shall authorize the board of directors to handle matters related to the amendment and filing of the articles of association.
The specific amendments are as follows:
The original articles of association are the articles of association revised this time
Article 1 safeguard the legitimate rights and interests of the company, shareholders and creditors. Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and regulate the organization and behavior of the company, in accordance with the company interests of the people's Republic of China and the company law of the people's Republic of China (hereinafter referred to as the company law) The articles of association are formulated in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions, the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions. The articles of association are formulated in accordance with relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant provisions. Incorporated company limited by shares (hereinafter referred to as "the company").
The company was established by Shanghai Shanghai Step Electric Corporation(002527) Electric Co., Ltd. with audited net assets converted into shares, by Shanghai Shanghai Step Electric Corporation(002527) Electric Co., Ltd. with audited net assets converted into shares, by Shanghai Administration for Industry and commerce with net assets converted into shares, by Shanghai market supervision and Administration Bureau with business license, and by unified social credit code, The unified social credit code is 9131 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 751688xt, the license number is 9131 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 751688xt, and the license number is 000 China Vanke Co.Ltd(000002) 01603210032. 000 China Vanke Co.Ltd(000002) 01603210032。
Article 3 on November 29, 2010, the company issued 50 million ordinary shares of RMB to the public for the first time by the CSRC (hereinafter referred to as "CSRC") with the approval of China Securities Regulatory Commission zjxk [2010] No. 1723 document on November 29, 2010. With the approval of these stock license [2010] No. 1723, all the shares issued to the public for the first time are 50 million domestic capital ordinary shares subscribed in RMB issued to domestic investors. These shares are shares issued to domestic investors. Domestic shares subscribed in RMB issued by the company on Shenzhen Stock Exchange on December 24, 2010. The company was established in December 2010. On June 24, it was listed on Shenzhen Stock Exchange.
If the company's shares enter the agency after the company's shares are delisted, if the company's shares enter the agency share transfer system to continue trading after the company's shares are delisted, the company will not continue trading through the share transfer system when modifying the articles of association, and the provisions of this paragraph shall not be modified when the company modifies the articles of association. The provisions of this paragraph may be amended.
Article 5 company domicile: Xinqin Road, Xinfeng village, Nanxiang Town, Jiading District Article 5 company domicile: No. 289, Xinqin Road, Xinfeng village, Nanxiang Town, Jiading District.
No. 289
Postal Code: 201802.
Article 6 the registered capital of the company is 622778509 yuan. Article 6 the registered capital of the company is 659951891 yuan. Yuan.
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 13 with the approval of the company registration authority, the business scope of the company Article 14 after registration according to law, the business scope of the company is: electric control: production and processing of electric control equipment, production and processing of mechanical equipment and communication equipment, sales of mechanical equipment, communication equipment (except special control), (except special control), instruments and meters, and consulting services; Engaged in sales and consulting services of instruments and meters; Engaged in the import and export of goods and technology.
(an enterprise engages in export business involving administrative license. (if an enterprise engages in export business involving administrative license, it shall operate with license). Piece operation).
Article 19 the total number of shares of the company is 622778509 shares, and Article 20 the total number of shares of the company is 659951891 shares, with a par value of RMB 1 per share, all of which are ordinary shares. The par value of each share is RMB 1, all of which are ordinary shares.
Article 23 under the following circumstances, the company may purchase the shares of the company in accordance with the provisions of this law, administrative regulations, departmental rules and the articles of association in accordance with Article 24 of the law. Under the following circumstances, the company may purchase the shares of the company in accordance with the provisions of this law, administrative regulations, departmental rules and the articles of association: the shares of the company:
(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) the shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders; Make a resolution to dissent and require the company to acquire its shares;
(V) converting shares into convertible bonds issued by listed companies (V) converting shares into convertible bonds issued by listed companies; Corporate bonds with notes;
(VI) the listed company is necessary to safeguard the company's value and shareholders' rights and interests. (VI) the company is necessary to safeguard the company's value and shareholders' rights and interests.
Required. Except for the above circumstances, the company shall not acquire the shares of the company.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through the company. Article 25 the company may purchase its own shares through the public centralized trading method, or the centralized trading method approved by laws, regulations and the CSRC, or other methods approved by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.
If the company purchases its shares under the circumstances specified in items (V) and (VI) of Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it shall purchase its shares through public centralized trading. Copies shall be made through open centralized trading.
Article 26 the company is due to paragraph 1 of Article 24 of the articles of Association; Article 25 the company is due to paragraph 1 of Article 23 of the articles of association
Purchase the company's shares under the circumstances specified in items (I) and (II), and purchase the company's shares under the circumstances specified in items (I) and (II)
Copies shall be subject to the resolution of the general meeting of shareholders; If the company has the 20th copy of the articles of association, it shall be resolved by the general meeting of shareholders; Due to Article 20 of the articles of association
Article 4, paragraph 1, subparagraphs (III), (V) and (VI); Article 3, paragraph 1, subparagraphs (III), (V) and (VI)
Where the company's shares are purchased under the circumstances specified in the articles of association, the company's shares may be purchased under the circumstances specified in the articles of association, with the approval of more than two-thirds of the directors
Provisions or authorization of 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 in case of an accident.
Resolutions of the board meeting held at the meeting.
The company purchases the company in accordance with paragraph 1 of Article 23 of the articles of association
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to item (I), it shall self purchase
If the shares of the company fall under the circumstance of item (I), they shall be cancelled within 10 days from the date of acquisition; It belongs to item (II) and item (IV)
Cancellation within 10 days from the date of; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; Belonging to (III)
Under any circumstances, it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the company holds a total of
Under the circumstances of item, item (V) and item (VI), the total number of shares held by the company shall not exceed the total issued shares of the company
In some cases, the number of shares of the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
And shall be transferred or cancelled within three years.
Article 30 directors, supervisors and senior managers of the company, directors, supervisors and senior managers holding more than 5% of the company's shares, shareholders holding more than 5% of the company's shares, and shareholders holding more than 5% of the company's shares
