Securities code: 600546 securities abbreviation: Shanxi Coal International Energy Group Co.Ltd(600546) Announcement No.: Lin 2022-003 Shanxi Coal International Energy Group Co.Ltd(600546)
Announcement on Amending 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.
In accordance with the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions of the CSRC, and in combination with the actual situation of Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as the “company”), the company decided to amend the articles of association.
On February 11, 2022, the 32nd meeting of the seventh board of directors of the company deliberated and adopted the proposal on Amending the articles of association, revised some articles of the articles of association, and submitted them to the general meeting of shareholders of the company for deliberation.
The specific amendments are hereby announced as follows:
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Article 1 in order to safeguard the legitimate rights and interests of Shanxi Coal International Energy Group Co.Ltd(600546) Energy Group Co., Ltd. (hereinafter referred to as the “company”), joint stock limited company (hereinafter referred to as the “company”), shareholders and creditors, standardize the legitimate rights and interests of shareholders and creditors, and standardize the organization and behavior of the company, Give full play to the organization and behavior of the Communist Party of China, and give full play to the political core role of the Political Committee (hereinafter referred to as the “company Party committee”) of the Shanxi Coal International Energy Group Co.Ltd(600546) Committee of the Communist Party of China (hereinafter referred to as the “company Party committee”), According to the core role of the governance of the people’s Republic of China, according to the company law of the people’s Republic of China (hereinafter referred to as the company law), 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 Law) The constitution of the Communist Party of China (hereinafter referred to as the “constitution”), the constitution of the Communist Party of China (hereinafter referred to as the “constitution”), the enterprise of the people’s Republic of China (hereinafter referred to as the “constitution”), the law of the people’s Republic of China on state owned assets of enterprises, the law on the supervision and administration of state owned assets of enterprises, the Interim Regulations on the supervision and administration of state owned assets of enterprises The Interim Regulations of the CPC Central Committee and the State Council, the guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises, the guiding opinions of the general office of the CPC Central Committee on deepening the reform of state-owned enterprises, and the general office of the CPC Central Committee on Deepening the reform of state-owned enterprises
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The articles of association are formulated in accordance with the provisions of several opinions on adhering to the party’s leadership and strengthening the party’s construction during the reform. The articles of association are formulated in accordance with several opinions, guidelines for the articles of association of listed companies and other provisions.
Article 49 the general meeting of shareholders is the authority of the company. Article 49 the general meeting of shareholders is the authority 2 of the company and exercises the following functions and powers according to law:
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 50 the following external guarantees of the company and the following external guarantees of the company shall be deliberated and approved at the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets; Guarantee of 10% of the audited net assets in the current period;
(II) the external guarantee of the company and its holding subsidiaries (II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds the total guarantee of the company in the latest period and exceeds 50% of any net assets provided after 50% of the audited net assets of the company in the latest period; Guarantee; (III) the total amount of the external guarantee provided by the company and its holding subsidiaries for the asset liability ratio exceeding 70%, which exceeds the guarantee provided by the company’s latest insured object; Any guarantee 3 (IV) provided after auditing 30% of the total assets shall be guaranteed for 12 consecutive months according to the guarantee amount;
According to the principle of cumulative calculation, the guarantee exceeding 30% of the company’s total assets audited within 12 consecutive months according to (IV) guarantee amount in the latest period; According to the principle of cumulative calculation, the guarantee exceeding 30% of the company’s total assets audited within 12 consecutive months according to the guarantee amount in the latest period (V);
According to the principle of cumulative calculation, if the asset liability ratio of the company exceeds 70% in the latest period (V), it shall be 50% of the audited net assets, and the absolute amount shall be the guarantee provided by the guaranteed object;
More than 50 million yuan; (VI) provide guarantee provided by the guarantor to the shareholders, actual controllers and their related parties (VI) for the affiliated persons or shareholders of the company;
protect; (VII) other guarantees stipulated by Shanghai Stock Exchange or the company chapter (VII) Shanghai Stock Exchange or the articles of association.
Other Guarantees specified.
Article 90 shareholders (including shareholders’ agents) Article 90 shareholders (including shareholders’ agents) exercise their voting rights based on the number of voting shares they represent and the number of voting shares they represent. Each share has one vote, and each share has one vote 4. The shares of the company held by the company have no voting rights. The shares of the company held by the company have no voting rights, and these shares are not included in the voting rights of shareholders attending the general meeting, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. The total number of shares that will have voting rights.
Shareholders’ purchase of voting shares of the company
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In case of violation of the provisions of paragraphs 1 and 2 of Article 63 of the securities law, the shares exceeding the specified proportion shall not exercise the voting right within 36 months after the purchase, And not included in the total number of shares with voting rights attending the general meeting of shareholders.
Article 91 the board of directors and independent directors of the company Article 91 the board of directors, independent directors and shareholders meeting the relevant requirements may publicly solicit shareholders’ voting rights by holding more than 1% of the voting shares. The shareholders who solicit the votes of shareholders or have the right to vote in accordance with laws and administrative regulations shall fully disclose the information such as the intention of specific voting or investment 5 votes established in accordance with the provisions of the CSRC. It is prohibited to solicit shareholders’ voting rights by means of paid or disguised protection institutions, which can publicly solicit shareholders’ voting rights. The company has no right to. The solicitation of shareholders’ voting rights shall propose to the solicited person the minimum shareholding ratio for the solicitation of voting rights, and fully disclose the specific voting intention and other information. No restrictions. Solicit shareholders’ voting rights in a paid or disguised way. The company shall not impose a minimum shareholding limit on the solicitation of voting rights.
Article 119 an independent director shall meet the following basic conditions:
(I) be qualified to serve as a director of the company in accordance with laws, administrative regulations and other relevant provisions; According to relevant regulations, they are qualified to serve as directors of the company; (II) have the independence described in Article 120 of the articles of Association (II) have the independence described in Article 120 of the articles of Association; Independence of;
(III) have the basic knowledge of the company’s operation, be familiar with (III) have the basic knowledge of the company’s operation, and be familiar with relevant laws, administrative regulations, rules and rules; Learn relevant laws, administrative regulations, rules and rules; (IV) have more than five years of legal, economic or (IV) have more than five years of legal, economic or other work experience necessary for the performance of the duties of independent directors and other work 6 experience necessary for the performance of the duties of independent directors; Work experience;
(V) comply with the civil servant law of the people’s Republic of China (V) comply with the provisions of the civil servant law of the people’s Republic of China on concurrent posts of civil servants; Provisions of the law on civil servants holding concurrent posts; (VI) comply with the requirements of the Central Commission for Discipline Inspection The Organization Department of the Central Committee of the Communist Party of China (Ⅵ) the independent directors of the company who comply with the notice of the Central Commission for Discipline Inspection and the Organization Department of the Central Committee of the Communist Party of China on the resignation of cadres in charge of the Central Committee of the Communist Party of China from public office or retired cadres in charge of the Central Committee of the Communist Party of China from public office or retired cadres in charge of the Central Committee of the Communist Party of China to serve as independent directors and independent supervisors of listed companies and fund management companies after retirement Notice of independent supervisors; regulations;
(VII) comply with the provisions of the Central Commission for Discipline Inspection, the Ministry of education and the Organization Department of the CPC Central Committee on further opinions on strengthening the construction of anti-corruption in Colleges and universities and standardizing the part-time work of Party and government leading cadres in enterprises and opinions on the part-time (appointment) of members of leading groups in Colleges and universities;
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Regulations on duties; (VIII) comply with the provisions of the Central Commission for Discipline Inspection, the Ministry of education and the Ministry of supervision (VIII) having sufficient time and energy to effectively perform the duties of independent directors in the opinions on strengthening the construction of anti-corruption and promoting clean government in Colleges and universities, which stipulates that members of the leading group of colleges and universities concurrently hold (IX) the post of Shanghai Stock Exchange or the articles of Association;
Other conditions specified. (IX) have enough time and energy to effectively perform the duties of independent directors;
(x) other conditions stipulated by the Shanghai Stock Exchange or the articles of association.
Article 121 (II) of independent directors Article 121 (II) the nominee of an independent director shall obtain the consent of the nominee before nomination. The nominees shall fully understand the nominees’ consent. The nominees shall fully understand the nominees’ occupation, educational background, professional title, detailed work experience, occupation, educational background, professional title, detailed work experience and all part-time jobs, and express their opinions on their qualifications and independence as independent directors and on the qualifications and independence of the nominees, The nominee shall make a public statement that there is no relationship between himself and the company, and that there is no relationship between himself and the company that affects his independent and objective judgment. Public statement. Before the shareholders’ meeting for the election of independent directors is held, the board of directors of the company shall announce the above contents in accordance with the regulations. Above. Those who have served as independent directors in five domestic and foreign listed companies and as independent directors in five domestic listed companies shall not be nominated for official business, and shall not be nominated as independent director candidates of the company’s independent director department.
7 candidates. (III) before the general meeting of shareholders for the election of independent directors is held, (III) before the general meeting of shareholders for the election of independent directors is held, the company shall send the relevant information of all nominees to the meeting, The company shall submit the relevant materials of all nominees (including but not limited to the declaration of the nominees and the materials to the CSRC, the declaration of the candidates where the company is located and the resume of independent directors) to the local office of the CSRC and Shanghai Securities to the Shanghai Stock Exchange. The board of directors of the company is responsible for the exchange.
