Securities code: 688046 securities abbreviation: Yaokang biological Announcement No.: 2022005 Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Announcement on the proposed change of registered capital, company type, amendment of articles of association and industrial and commercial registration
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 legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as "the company") held the 12th meeting of the first board of directors on May 17, 2022, deliberated and adopted the proposal on changing the registered capital, company type, amending the articles of association and submitting to the general meeting of shareholders to authorize the board of directors to handle industrial and commercial change registration.
1、 Relevant information about the change of the company's registered capital and company type
With the approval of China Securities Regulatory Commission on the approval of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. on the registration of initial public offering of shares (zjxk [2022] No. 542), the company publicly issued 50 million RMB common shares (A shares) to the public, and Grant Thornton Certified Public Accountants (special general partnership) issued a capital verification report (ztyz (2022) No. 110c000202), After confirming the completion of the company's initial public offering, the registered capital of the company was changed from 360 million yuan to 410 million yuan, and the total number of shares of the company was changed from 360 million shares to 410 million shares.
The company has completed this offering and listed on the science and Innovation Board of Shanghai Stock Exchange on April 25, 2022. The company type is changed from "joint stock limited company (unlisted)" to "joint stock limited company (listed)".
2、 Amendment of some articles of Association
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company's initial public offering of shares and listing on the science and Innovation Board of Shanghai Stock Exchange on April 25, 2022, after the issuance of shares, the company's registered capital The company types have changed. Now it is proposed to change the name of the articles of Association (Draft) of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. to the articles of association of Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as the "articles of association"), and revise the relevant provisions accordingly. See the comparison table for the revision of the articles of Association for the specific contents:
Serial number before revision after revision
Article 1 to protect the company, shareholders and
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the operation of the company
The legitimate rights and interests of creditors and standardize the organization and behavior of the company
In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law")
Company law (hereinafter referred to as "company justice") and certificate of the people's Republic of China
Securities Law of the people's Republic of China (hereinafter referred to as the "Securities Law")
Stock law of Shanghai Stock Exchange (hereinafter referred to as the "Securities Law")
Listing Rules of Shanghai Stock Exchange (hereinafter referred to as "Listing Rules")
(hereinafter referred to as "Listing Rules") 1) Shanghai stock exchange section
Listing Rules of Shanghai stock exchange for shares on the scientific innovation board (hereinafter referred to as
Rules (hereinafter referred to as "listing on the science and Innovation Board" and "Listing Rules on the science and Innovation Board")
Rules of Shanghai Stock Exchange and the listed companies on the scientific innovation board of Shanghai Stock Exchange
Self regulatory guidelines for listed companies on the board No. 1 - Guidelines for the application of legal regulatory rules No. 1 - regulations
Normative operation (hereinafter referred to as "normative operation" (hereinafter referred to as "normative operation")
Laws, regulations and normative documents (Citation) ") and other laws, regulations and normative documents
The articles of association are formulated in accordance with the relevant provisions of the.
The articles of association are formulated in accordance with the relevant provisions of the articles of association.
Article 2... The company was approved by Shanghai Stock Exchange on [approval date] Article 2... The company was approved by Shanghai Stock Exchange on December 24, 2021, and [registration date] by China Securities Regulatory Commission on March 15, 2022. It was registered with the public Council for the first time and issued [] 10000 RMB ordinary shares to the public for the first time, 50 million ordinary shares in RMB were listed on Shanghai Stock Exchange on April, 2022. Listing.
Article 5 the registered capital of the company is RMB 30000 yuan.
410 million yuan.
Article 9... According to the articles of association, Article 9 of the company's shares... According to the articles of association, shareholders can sue shareholders, shareholders can sue shareholders, shareholders can sue directors, supervisors, senior managers, directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, the company can personnel, shareholders can sue the company, and the company can sue shareholders, directors, supervisors Senior executives to sue shareholders, directors, supervisors, managers and managers. Other senior managers.
Article 10 the term "senior management" as mentioned in the articles of Association
Article 10 the other senior managers mentioned in the articles of association are the general manager and deputy general manager of the company
5. The management personnel are the company's deputy general manager, financial prime minister, chief financial officer, Secretary of the board of directors and
Supervisor and Secretary of the board of directors.
Other personnel approved by the board of directors.
Article 11 the company shall establish a Communist Party organization 6 / organization to 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 16 the shares issued by the company and Article 17 the shares issued by the company shall be centrally deposited in the securities registration authority. When the company was founded by China Securities Depository and Clearing Co., Ltd. in July last year, its total share capital was 360 million shares, which were centrally deposited by Shanghai Branch. All 19 promoters of the company shall subscribe for the establishment of the company. At the time of launch, the total share capital was 360 million shares, all of which were issued by 19
The shares subscribed by the promoters and other relevant information, such as the subscription of promoters. The promoters' respective subscription: name of the promoters: Nanjing Laoyan enterprise management center, Nanjing conglomerate enterprise or name of the promoters: Nanjing Laoyan venture capital partnership enterprise management center (limited partnership), Nanjing Xiye (limited partnership), Zhoushan conglomerate enterprise management center (limited partnership), management partnership (limited partnership) Zhejiang Nanjing Guyan enterprise management center (Xiyan enterprise management partnership (limited partnership), Nanjing Xingyan enterprise management center partnership), Zhejiang Free Trade Zone Guyan enterprise management (limited partnership) partnership (limited partnership), Zhejiang Free Trade Zone Xingyan enterprise management partnership (limited partnership)
Article 17 the total number of shares of the company is
Article 18 the total number of shares of the company is 80000 shares, all of which are ordinary shares, expressed by the people's Bank of China
The face value of each coin is one yuan. 410 million shares, all ordinary shares.
Article 19 the company shall operate and develop according to the needs of operation and development. Article 20 the company may increase its capital in the following ways according to the needs of operation and development, the requirements of laws and regulations, and the provisions of laws and regulations. After the resolutions of the general meeting of shareholders and the resolutions of the general meeting of shareholders, the company may increase its capital in the following ways:
... (V) laws and administrative regulations... (V) other methods prescribed by laws and administrative regulations and approved by the competent Securities Department of the State Council and other parties approved by the CSRC. Style.
Article 21 the company shall not acquire the shares of the company Article 22 the company shall not acquire the shares of the company. However, shares of the company under the following circumstances. However, one of the following circumstances shall be excluded:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company; 10 (II) merge with those holding shares of the company (II) merge with other companies holding shares of the company; Merger of other companies;
(III) use shares for employee stock ownership (III) use shares for employee stock ownership plan or equity incentive; Transfer or equity incentive;
(IV) shareholders' response to the general meeting of shareholders (IV) shareholders' response to the general meeting of shareholders
If the company's merger or division resolution is different, the company disagrees with the merger or division resolution and requires the company to purchase its shares; Ask the company to acquire its shares;
(V) use the shares to convert the company; (V) use the shares to convert the convertible corporate bonds issued by the company into shares; Coupons; (VI) necessary for the company to maintain the value of the company and (VI) necessary for the company to maintain the value and shareholders' rights and interests of the company.
And shareholders' equity. The company may acquire its own shares through the company, through public centralized trading, or through public centralized trading, or through laws and administrative regulations, laws and administrative regulations recognized by the CSRC and other methods recognized by the CSRC. The company may conduct in other ways due to paragraph 1 of this article. Where the company purchases shares of the company due to the circumstances specified in items (III), (V), paragraph 1 (III) and (V) (VI) of this article, or the circumstances specified in Item (VI), it shall purchase shares of the company through public centralized trading parties. If the company's shares are purchased through public centralized trading, it shall be carried out through public.
Centralized trading.
Except for the above circumstances, the company will not
Activities of buying and selling shares of the company.
Article 22 the company is due to Article 23 of the articles of association. The company is due to the original changes in Item (I) of article 221 and item (I) and item (II) of paragraph 1 of Article 12 of the articles of association
