Securities code: 600392 securities abbreviation: Shenghe Resources Holding Co.Ltd(600392) Announcement No.: pro 2022-015
Shenghe Resources Holding Co.Ltd(600392)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Jointly and severally liable for the authenticity, completeness and completeness of the content.
The 22nd Meeting of the 7th board of directors of Shenghe Resources Holding Co.Ltd(600392) (hereinafter referred to as "the company")
The meeting was held on February 11, 2022, and the proposal on Amending the articles of association was deliberated and adopted,
According to the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange and the Shanghai Stock Exchange
No. 7 self regulatory guidelines for listed companies of the exchange - repurchase of shares, guidelines for the articles of association of listed companies, and guidelines for listed companies
The articles of association are proposed to be amended in accordance with the company's actual situation in accordance with the relevant laws and regulations such as the corporate governance code
Order. The main contents of the articles of association to be revised are as follows:
Before and after Clause amendment
(the revised content is italicized and underlined)
Article 6 the registered capital of the company is 175516.7067 yuan, and the registered capital of the company is 175282657 yuan. Yuan.
The current total number of shares of the company is 175516706700. The current total number of shares of the company is 175282657 shares. Article 19 shares of the company. The capital structure of the company is: ordinary shares. The capital structure of the company is: 175282657 ordinary shares. 1755167067 shares.
Directors, supervisors, senior managers, directors, supervisors, senior managers, shareholders holding more than 5% of the company's shares, and shareholders holding more than 5% of the company's shares sell their shares of the company within 6 months after purchase, Or if stocks or other equity securities are purchased within 6 months after they are sold, and the proceeds are sold within 6 months, or purchased within 6 months after they are sold and owned by the company, the board of directors of the company will recover the proceeds, and the proceeds will be owned by the company, and the directors of the company will receive the proceeds. However, the securities company will recover its income after purchase due to underwriting. However, if a securities company holds more than 5% of the shares due to the underwriting of the remaining shares in Article 29, and sells the shares to buy the remaining shares after sale and holds more than 5% of the shares, the time limit for selling tickets is not subject to six months. The issuance of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the directors, supervisors, senior managers and shareholders referred to in the preceding paragraph have the right to require the board of directors to implement it within 30 days. If the shares held by the shareholders of a company or other equity companies are not executed by the board of directors within the above-mentioned period, the shareholders have pledged securities, including their spouses, parents For the benefit of the company, the children have the right to directly bring a lawsuit in their own name to the people's court and the stock held in the account of others or other shareholders. Securities of a proprietary nature.
Before and after Clause amendment
(the revised content is italicized and underlined)
If the board of directors of the company fails to comply with the provisions of paragraph 1, and the board of directors of the company fails to comply with the provisions of the preceding paragraph, the directors responsible shall bear joint and several liabilities according to law. 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, the responsible directors shall bear joint and several liabilities according to law.
The general meeting of shareholders is the authority of the company, and the general meeting of shareholders is the authority of the company according to law. It exercises the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw; (II) elect and replace directors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors;
Remuneration matters; (IV) the board of supervisors approves the report;
(III) review and approve the report of the board of directors; (V) review and approve the annual financial budget of the company; (IV) review and approve the report of the board of supervisors; Project and final settlement plan;
(V) review and approve the company's annual financial budget (VI) review and approve the company's profit distribution plan, compensation plan and final settlement plan; Loss covering plan;
(VI) review and approve the company's profit distribution plan (VII) make plans for the increase or decrease of the company's registered capital and make up for losses; Resolutions;
(VII) make resolutions on the increase or decrease of the company's registered capital (VIII) issue of corporate bonds;
Article 40 making resolutions; (IX) make resolutions on the merger, division, dissolution and liquidation of the company or (VIII) issue of corporate bonds; To make a resolution on changing the form of the company;
(IX) modify the articles of Association for the merger, division, dissolution and liquidation of the company;
Make resolutions on the settlement or change of the company form; （11） Revise the articles of Association for the company's employment and dismissal of accounting firm (x); Make resolutions;
（11） To make a resolution on the company's employment and dismissal of Accountants (12) to review and approve the guarantee office specified in Article 41; matter;
（12） (13) review and approve the purchase and sale of heavy guarantees by the company within one year; Large assets exceed 30% (XIII) of the company's total audited assets in the latest period, and review the matters purchased and sold by the company within one year;
The sale of major assets exceeds 30% of the company's total assets reviewed and approved by the audit (XIV) to change the purpose of the raised funds; Item;
（14） Review and approve the change of the purpose of the raised funds (XV) review the equity incentive plan and employee stock ownership plan; Draw;
（15） Review the equity incentive plan; （16） Review laws, administrative regulations and departmental rules (16) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departments or the articles of association
Before and after Clause amendment
(the revised content is italicized and underlined)
Items that shall be decided by the general meeting of shareholders in accordance with the regulations or the articles of association.
Other matters. The functions and powers authorized by the general meeting of shareholders or other bodies above shall not be exercised by the general meeting of shareholders.
The form shall be performed by the board of directors or other institutions and individuals
Make.
The following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders.
(I) the following external guarantee acts of the company and its holding subsidiaries shall be reviewed and approved by the audited net assets meeting of the latest period after the total guarantee amount of shareholders reaches or exceeds. Any guarantee provided after 50% of;
(I) the total amount of external guarantee of the company and its holding subsidiaries (II) any guarantee provided after the total amount of external guarantee reaches or exceeds 30% of the total assets audited in the latest period and 50% of the total assets audited in the latest period; Any guarantee;
(II) the total amount of the company's external guarantee reaches or (III) exceeds any guarantee provided by the company's latest audited total assets according to the calculation principle that the guarantee amount exceeds 30% of the latest audited total assets within 12 consecutive months; 30% guarantee;
(III) guarantee for the object with asset liability ratio exceeding 70% (IV) guarantee for the object with asset liability ratio exceeding 70% (Article 41); The guarantee provided;
(IV) the amount of a single guarantee exceeds that of the latest audited (V) the amount of a single guarantee exceeds 10% of the latest audited net assets; Guarantee for 10% of assets;
(V) to shareholders, actual controllers and their affiliates (VI) to shareholders, actual controllers and their affiliates
