Shenghe Resources Holding Co.Ltd(600392)
Amendment to the articles of Association
It was approved by the 22nd Meeting of the 7th board of directors held on February 11, 2022
Some articles in the articles of association are amended 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 and shareholders holding more than 5% of the company's shares, and shareholders holding more than 5% of the company's shares after buying their directors, supervisors, senior managers, shares or other equity securities, Sell the shares they hold within 6 months, or buy the company's shares within 6 months after they are sold, or sell them within 6 months after they are bought, or buy them, and the proceeds from this shall belong to the company. The directors of the company shall buy them within 6 months after they are sold, and the proceeds from this will be recovered. However, if the securities company is owned by the company due to underwriting, and the board of directors of the company will take back the remaining after-sales shares it has purchased and hold more than 5% of the shares, it will gain profits from the sale. However, the purchase and sale of the stock by a securities company due to underwriting is not subject to the six-month time limit.
If the remaining shares hold more than 5% of the shares, the directors, supervisors, senior managers and Article 29 votes mentioned in the preceding paragraph shall not be subject to the six-month time limit. If the board of directors of a natural person shareholder or other equity company fails to implement the provisions of the preceding paragraph, the shareholders of pledged securities, including those held by their spouses, parents and children, have the right to require the board of directors to implement within 30 days. The company has the right to use the above-mentioned shares held by the company's shareholders or other shareholders' accounts without the right to use the above-mentioned shares.
If the shareholder has the right to directly appeal to the board of directors of the company in his own name for the benefit of the company and fails to implement the provisions of the preceding paragraph, the shareholder shall bring a lawsuit to the people's court. 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 in accordance with the provisions of paragraph 1 and fails to implement within the above-mentioned period, the shareholders have the right to bear joint and several liabilities for the of the company, and the responsible directors shall bear joint and several liabilities in accordance with the law. Interests directly bring a lawsuit to the people's court in their own name. 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 Article 40:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw; (II) election and replacement of directors not held by employee representatives
Before and after Clause amendment
(the revised content is italicized and underlined)
(II) elect and replace the 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;
Make 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 or items that shall be decided by the general meeting of shareholders according to 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 approved by the shareholders, and the following external guarantees of large companies shall be reviewed and approved by the review meeting of the general meeting of shareholders. It was passed.
Article 41 (I) the total amount of external guarantees provided by the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees provided by the company and its holding subsidiaries reaches or exceeds the total amount of guarantees audited in the latest period and reaches or exceeds 50% of the net assets of audited net assets in the latest period; Any guarantee provided after 50% of;
Before and after Clause amendment
(the revised content is italicized and underlined)
(II) the total amount of external guarantee of the company reaches or (II) the total amount of external guarantee of the company reaches or 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; Any guarantee;
(III) guarantee for those whose asset liability ratio exceeds 70% (III) guarantee provided according to the accumulated amount of guarantee within 12 consecutive months; According to the calculation principle, if the amount of a single guarantee exceeds 30% of the company's total assets (IV) audited in the latest period;
Guarantee of 10% of net assets; (IV) guarantee objects with asset liability ratio exceeding 70% (V) guarantee provided to shareholders, actual controllers and their affiliates;
Provided by the guarantor. (V) the amount of a single guarantee exceeds 10% of the shareholders' and actual assets considered by the latest audited net (VI) shareholders' meeting;
In the case of the guarantee proposal provided by the controller and its related parties, the (VI) shall not provide guarantee to the shareholders, the actual controller and its related parties, or the shareholders controlled by the actual controller.
Participate in the voting, which shall be adopted by more than half of the voting rights held by shareholders and other shareholders actually controlled at the shareholders' meeting (VII). In the case of the guarantee proposal provided by the shareholder and its affiliates, the shareholder or the shareholder controlled by the actual controller shall not participate in the voting, The voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
The general meeting of shareholders deliberates the guarantee matters in Item (III) of the preceding paragraph
