Securities code: 603779 securities abbreviation: Weilong Grape Wine Co.Ltd(603779) Announcement No.: 2022-004 Weilong Grape Wine Co.Ltd(603779)
Change of registered address and business scope
And amendments to the articles of Association
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Weilong Grape Wine Co.Ltd(603779) (hereinafter referred to as “the company”) held the ninth interim meeting of the Fifth Board of directors on January 24, 2022, deliberated and adopted the proposal on changing the registered address and business scope and amending the articles of association, agreed to change the registered address and business scope of the company, and revised the corresponding provisions of the articles of association.
This proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The details are as follows:
1、 Change of registered address
The company needs to change its registered address due to business development. The details are as follows:
Registered address before change: No. 276, Huancheng North Road, Longkou City;
The registered address after the change is: West of nanshou Road, Weilong Avenue, Longkou City, Shandong Province.
The final registered address of the revised company shall be subject to the registration approved by the administrative examination and approval service bureau.
2、 Changes in business scope
According to the needs of operation and development, The company plans to change its business scope to “processing and sales of wine, fruit wine and other wines, sales of daily necessities, local animal products (excluding fireworks and firecrackers), hardware and building materials, steel, packaging materials and products; investment in the food industry with its own funds (without the approval of the financial regulatory department, it is not allowed to engage in financial businesses such as deposit absorption, financing guarantee and customer financing) ； Warehousing services (excluding hazardous chemicals); General freight; Rental of self owned houses; Import and export of goods and technology; Technical consultation; consulting service. (excluding projects restricted and prohibited by the state; projects that must be approved according to law can only be carried out after being approved by relevant departments).
The revised business scope of the company shall finally be subject to the registration approved by the administrative examination and approval service bureau.
3、 Amendments to the articles of Association
According to the company law of the people’s Republic of China and other relevant provisions, and in combination with the actual situation of the company, it is necessary to
The relevant provisions in the articles of association of the company are revised, and the specific amendments are as follows:
No. original articles of association contents revised articles of association contents
Article 2 Weilong Grape Wine Co.Ltd(603779) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions. A joint stock limited company established in accordance with relevant regulations.
The company was established by Wang Zhenhai and 15 other promoters, and the company was established by 16 promoters; Established by way of initiation; The company has been registered in Shandong Provincial Administration for Industry and commerce, registered with Shandong Provincial Administration for Industry and commerce, and obtained the business record of enterprise legal person and the business license of enterprise legal person.
License.
Article 5 company domicile: 276 Huancheng North Road, Longkou City Article 5 company domicile: No. Weilong Avenue, Longkou City, Shandong Province, postal code: 265701 nanshou Road West, postal code: 265704
Article 11 The term “other senior managers” as mentioned in the articles of association Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the financial officer refers to the deputy general manager, the Secretary of the board of directors, the person in charge of finance, the director of the company, etc. person in charge.
Article 13 with the approval of the company registration authority, the business scope of the company is: wine and fruit. The business scope of the company is: the addition of wine and fruit wine, other wines, the processing and sales of other wines, daily necessities and the sales of local and livestock products (the validity period is subject to the license). Sales of daily necessities (excluding fireworks and firecrackers), hardware and building materials, steel, packaged goods, native and livestock products (excluding fireworks and firecrackers), hardware construction materials and products; Sales of food materials, steel, packaging materials and products with its own funds; Investing in the food industry with funds without the approval of the financial supervision department (without the approval of the financial supervision department, it is not allowed to engage in deposit taking, financing guarantee, agency financial management department, and other financial businesses without the approval of the financial supervision department); Warehousing services (excluding financial services such as hazardous chemical insurance and customer financing); Warehousing services (non-conforming products); General freight; Rental of self owned houses; Goods and Technology (including dangerous chemicals); General freight; Import and export of rental technology of self owned houses; Technical consultation; consulting service. (excluding national leasing; import and export of goods and technologies (items prohibited by laws and regulations, except items subject to approval according to law) (items subject to approval according to law can be operated only after being approved by relevant departments and departments). Move).
Article 18 there are 16 promoters of the company, and the holders are deleted
The total number of shares is 60 million, including Longkou Weida
Trading Co., Ltd. subscribed 18.52 million shares, accounting for
30.88% of the total; Beijing Yongsheng Investment Management Co., Ltd
Limited liability companies subscribed for 16.8 million shares, accounting for
28% of the total; Wang Zhenhai subscribed for 22.8 million shares
Shares, accounting for 38% of the total shares; Jiao Furun subscribes 20
10000 shares, accounting for 0.33% of the total shares; Jiang Shuhua
Subscribe for 200000 shares, accounting for% of the total shares
0.33 %； Sun Yantian subscribed 200000 shares, accounting for
0.33% of the total amount of shares; Yang Jingbi subscribes 200000 shares
Shares, accounting for 0.33% of the total shares; Wang Bing subscription
120000 shares, accounting for 0.2% of the total shares; Zhao
Guolin subscribed 120000 shares, accounting for% of the total shares
0.2 %； Tian Yuandian subscribed 120000 shares, accounting for
0.2% of the total amount of shares; Chen Qingchang subscribes 120000 shares
Shares, accounting for 0.2% of the total shares; Ding Weijie subscription 12
Million shares, accounting for 0.2% of the total shares; Hua Hong
Subscribe for 120000 shares, accounting for% of the total shares
0.2 %； Liu Yanguang subscribed 120000 shares, accounting for
0.2% of the total amount of shares; Wang Shaokun subscribed 120000 shares
Shares, accounting for 0.2% of the total shares; Zhan Huihui subscription 12
Million shares, accounting for 0.2% of the total shares.
Article 24 the company can purchase its own shares. Article 23 the company can choose one of the following ways to purchase its own shares: choose one of the following ways:
(I) centralized bidding trading mode of stock exchange; (I) centralized bidding trading mode of stock exchange; (II) method of offer; (II) method of offer;
(III) other methods approved by the CSRC. (III) other methods approved by the CSRC.
If a company purchases its own shares, it shall perform information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. If a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. The company shall perform its obligations in accordance with Article 23 (III) of the articles of association. According to Article 22 (III) of the articles of Association
Under the circumstances specified in item, item (V) and item (VI), under the circumstances specified in Item (V) and item (VI), the acquisition of the company’s shares shall be carried out through public centralized transactions, or through public centralized transactions. Transaction mode.
Article 25 Where the company purchases the shares of the company under the circumstances specified in items (I) and (II) of Article 23 and Article 24 of the articles of association due to the circumstances specified in items (I) and (II) of Article 22 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The of the company’s shares shall be decided by the general meeting of shareholders; Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23, and (III), (V) and (VI) of Article 22, and purchases its shares under the circumstances specified in Item (VI), The board of directors that should be attended by more than two-thirds of the directors shall adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors. Resolution.
After the company purchases the company’s shares in accordance with paragraph 1 of Article 23 and the company’s shares in accordance with paragraph 1 of Article 22, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition if it belongs to item (I); (II) cancellation within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months; in the case of items (IV), it shall be transferred or cancelled within six months; It belongs to the transfer or cancellation of items (III) and (V); In the case of items (III), (V) and (VI), and in the case of items (VI) and (VI) jointly held by the company, the total number of shares held by the company shall not exceed the issued share capital of the company, the number of shares of the company shall not exceed 10% of the total issued shares of the company, and 10% of the total issued shares shall be transferred within three years, And shall be transferred or cancelled within three years. The subscriber logs out.
Article 41 the following external guarantees of the company shall be. Article 40 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. Deliberated and approved by the general meeting of shareholders.
(I) external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of audited net guarantee in the latest period and exceeds 50% of the assets of audited net assets in the latest period; Any guarantee provided after 50%;
(II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period, and any guarantee provided after 30% of the total assets audited in the latest period; protect;
(III) the guarantee object with asset liability ratio exceeding 70% (III) the guarantee amount of the company within one year exceeds the guarantee provided by the company; Guarantee of 30% of the total audited output in the latest period
(IV) the amount of a single guarantee exceeds the latest audited net (IV) it is the guarantee of 10% of the assets of the guarantee object with an asset liability ratio of more than 70%; The guarantee provided;
(V) providing (V) a single guarantee for shareholders, actual controllers and their related parties with an amount exceeding the latest audited net supply. Guarantee for 10% of assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 44 the place where the company holds the general meeting of shareholders Article 43 the place where the company holds the general meeting of shareholders is the domicile of the company or other places designated by the company. The domicile of the company or other places designated by the company. The general meeting of shareholders will be held in the form of on-site meeting. The general meeting of shareholders will be held in the form of on-site meeting. The company can adopt safe, economic and convenient network opening. The company can adopt a safe, economical and convenient online voting method to provide online voting for shareholders to participate in the general meeting of shareholders, and provide convenience for shareholders to participate in the general meeting of shareholders. Shareholders participate in the general meeting of shareholders in the above ways. If a shareholder attends the general meeting of shareholders in the above ways, he must submit the information that can prove his shareholder’s identity specified in Article 63 and the information that can prove his shareholder’s identity specified in Article 62 to the company for confirmation before the registration of the meeting is terminated. You can only attend after confirmation.
Article 53 the company shall hold a general meeting of shareholders, and the board of directors and Article 52 the company shall hold a general meeting of shareholders. The board of directors, the board of supervisors and the company held separately or jointly shall hold 3% of the company with the board of supervisors and the company held separately or jointly
