Jiangsu Eastern Shenghong Co.Ltd(000301)
Amendment to the articles of Association
Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as “the company”) as of December 31, 2021, due to the conversion of convertible corporate bonds (bonds referred to as “Shenghong convertible bonds”, bond code “127030”), the share capital increased by 96329 shares, and the total number of shares increased from 4834863866 to 4834960195 shares. The company plans to amend the relevant provisions of the articles of association, And decided to change the registered capital of the company: the registered capital of the company was changed from RMB 4834863866 to RMB 4834960195.
According to the relevant provisions of relevant laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange, and in combination with the actual situation of the company, it is proposed to amend some provisions of the articles of Association.
The articles of association are amended as follows:
Before and after revision
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 (hereinafter referred to as “the company”). Division “).
The company was approved by the Jiangsu Provincial People’s government’s SZF [1998] No. 71 document. The company was established by initiating the establishment with the approval of the Jiangsu Provincial People’s government’s SZF [1998] No. 71 document. When it was established, it was established by initiating the establishment, and was registered with the Jiangsu Provincial Administration for Industry and commerce at the time of establishment. Registration with Jiangsu Provincial Administration for Industry and commerce.
The company is now registered with Suzhou administration for Industry and commerce. The company is now registered with Suzhou administration for examination and approval and has obtained the business license of enterprise legal person (Unified Social Credit Code: 91320500704043818x). 91320500704043818X）。
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 4834863866. 4834960195 yuan.
Article 8 the chairman or general manager is the legal representative of the company Article 8 the chairman is the legal representative of the company. Watch people.
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 17 the shares issued by the company shall be registered in China Securities. Article 18 the shares issued by the company shall be registered in China Securities
Centralized custody of Shenzhen Branch of China depository and Clearing Co., Ltd. Centralized custody of Shenzhen Branch of China Securities Clearing Co., Ltd.
Article 19 the total number of shares of the company is 4834863866 Article 20 the total number of shares of the company is 4834960195 shares. The capital structure of the company is: ordinary shares, and the capital structure of the company is: 4834863866 ordinary shares. 4834960195 shares.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To acquire the company’s shares: (I) reduce the company’s registered capital;
(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) reward shares to employees of the company; Excitation;
(IV) a shareholder requests the company to acquire its shares due to the merger of the company made by the general meeting of shareholders; (IV) a shareholder requests the company to purchase its shares due to his objection to the resolution on merger and division of the company made by the general meeting of shareholders. Dissenting from the division resolution and requiring the company to purchase its shares; Except for the above circumstances, the company will not buy or sell the company’s shares (V) and use the shares to convert the convertible notes issued by the company. Corporate bonds of stocks;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 a company may choose to purchase its own shares. Article 25 a company may purchase its own shares in one of the following ways: through public centralized trading, or (1) through centralized bidding trading in stock exchanges according to laws and administrative laws; And other methods approved by the CSRC.
（2） Method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 24 of the articles of association. The acquisition of the company’s shares under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 25 Where the company purchases shares under the circumstances specified in items (I) and (II) of the company’s paragraph due to items (I) to (III) of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. Where the company shares in accordance with the provisions of the company, it shall be subject to the resolution of the general meeting of shareholders; After the acquisition of the company’s shares in accordance with Article 23 of the articles of association, if it falls under the circumstances of items (III) and (I) of paragraph 1 of Article 24 of the articles of association, it shall be cancelled within 10 (V) and (VI) days from the date of acquisition; The company’s shares in items (II) and (IV) may be transferred or cancelled within 6 months in accordance with the provisions of the articles of association or in the case of shareholders. With the authorization of the general meeting, the company’s directors present at more than two-thirds of the directors shall adopt the resolution of the meeting of the board of directors in accordance with paragraph (III) of Article 23.
The shares of the company shall not exceed 5% of the total number of shares purchased by the company in accordance with paragraph 1 of Article 24 of the articles of association, and the funds used for the acquisition shall be paid out of the after tax profits of the company in case of item (I) after the shares of the company; The purchased shares shall be cancelled within 1 10 days from the date of acquisition; It is transferred to employees within the second year. In the case of item and item (IV), it shall be transferred within 6 months
Transfer or cancellation; In the case of items (III), (V) and (VI), 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 3 years.
Article 29 directors, supervisors and senior management of the company Article 30 shareholders, directors and shareholders holding more than 5% of the shares of the company shall sell the company’s shares or other equity securities held by them within six months from the date of purchase, If it is sold within six months after the date of sale, or if it is bought within six months after the date of sale, the proceeds obtained therefrom shall belong to the company. If it is bought, the proceeds obtained therefrom shall belong to the company, and the board of directors of the company will recover the proceeds. However, the board of directors will recover its income. However, if a securities company holds more than 5% of the shares and more than 5% of the shares due to the purchase of the remaining after-sales shares due to the exclusive sale, the sale of the shares shall not be subject to the restrictions of six months and other circumstances stipulated by the CSRC. Outside.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the directors, supervisors, senior managers and natural shareholders referred to in the preceding paragraph shall have the right to require the board of directors to implement it within 30 days. If the shares held by public shareholders or other companies with equity nature are not implemented by the board of directors within the above-mentioned period, the shareholders have securities, including those held by their spouses, parents and children, and have the right to directly file a lawsuit in their own name to the people’s account or other equity civil court for the benefit of the company. Pledged securities.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law if the board of directors of the company fails to implement the provisions of paragraph 1 of this article. Shareholders have the right to require the board of directors to implement within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the authority of the company, and Article 41 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan; (II) elect and replace directors not held by employee representatives (II) elect and replace directors, directors and supervisors not held by employee representatives, decide on the remuneration of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors;
Item; (III) review and approve the report of the board of directors;
(III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors;
(IV) review and approve the report of the board of supervisors; (V) review and approve the company’s annual financial budget plan; (V) review and approve the company’s annual financial budget plan and final settlement plan;
Final settlement plan; (VI) review and approve the company’s profit distribution plan and recovery plan; (VI) review and approve the company’s profit distribution plan and loss recovery plan;
Loss covering scheme; (VII) make a decision on the increase or decrease of the company’s registered capital (VII) make a decision on the increase or decrease of the company’s registered capital;
Resolutions; (VIII) make resolutions on the issuance of corporate bonds;
(VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division, dissolution and liquidation of the company or (IX) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company;
To make resolutions on matters such as changing the form of the company; (x) amend the articles of Association;
(x) amend the articles of Association; （11） (XI) make resolutions on the employment and dismissal of accounting firms by the company;
Make resolutions; （12） Deliberating and approving (12) the guarantee matters specified in Article 42 of the articles of Association;
matter; （13） Review the purchase and sale of major assets within one year (XIII) review the purchase and sale of major assets within one year that exceed 30% of the company’s latest audited total assets and exceed the company’s latest audited total assets;
30% of matters; （14） Review and approve the change of the purpose of the raised funds when the company or its holding subsidiaries meet (14); Transactions subject to one of the following criteria:
（15） Review the equity incentive plan; 1. The total assets involved in the transaction account for more than 50% of the total assets of the company in the latest reviewed (XVI) laws, administrative regulations and departmental rules; And other matters related to the net assets involved in the subject matter of the transaction (such as equity) that shall be decided by the general meeting of shareholders in accordance with the articles of association. More than 50% of the latest audited net assets of the company, and the authority of the above general meeting of shareholders shall not exceed 5000 in the form of authorization
