Stock abbreviation: Xinjiang International Industry Co.Ltd(000159) Stock Code: 000159 No.: 2022-27
Xinjiang International Industry Co.Ltd(000159)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records and misleading statements
Or material omission.
Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the “company”) was established in February 2022
On January 21, the sixth interim meeting of the eighth board of directors was held, and the revised<
Proposal of the articles of association.
In accordance with the company law, the securities law and the guidelines for the articles of association of listed companies (2022)
Revised), listing rules of Shenzhen Stock Exchange (revised in 2022), and
Municipal guidelines on self discipline supervision of companies No. 1 – standardized operation of listed companies on the main board and other relevant laws
The latest provisions of laws, regulations and normative documents, combined with the actual situation of the company
The articles of association of the company shall be amended accordingly, and the specific contents are as follows:
Xinjiang International Industry Co.Ltd(000159) articles of association Xinjiang International Industry Co.Ltd(000159) articles of Association
(revised in 2019) (revised in 2022)
Chapter I General Provisions chapter I General Provisions
Article 8
The chairman is the legal representative of the company. The chairman or general manager is the legal representative of the company.
Chapter III shares Chapter III shares
Article 29 Article 29
The company’s directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares, and the shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after purchase, Or the company will sell the tickets or buy other securities with equity nature within 6 months after the purchase, and the resulting income will be sold by the company within 6 months, or buy again within 6 months after the sale, and the company’s board of directors will recover its income. However, this income belongs to the company, and the board of directors of the company will receive that the securities company will hold back its income due to the underwriting and purchase of the remaining after-sales shares. However, if a securities company purchases and sells more than 5% of the shares due to underwriting, the sale of the shares is not subject to the remaining shares after 6 months and holds more than 5% of the shares, as well as the restrictions between China. Except for other circumstances stipulated by the CSRC.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the directors, supervisors, senior managers and natural persons referred to in the preceding paragraph shall have the right to require the board of directors to implement it within 30 days. If the board of directors and shareholders of the company fails to execute the shares or other certificates with equity nature within the above-mentioned time limit, the shareholders have the right to bring a lawsuit in their own name directly to the people’s court for the shares or other certificates with equity nature held by their spouses, parents and children and taking advantage of the interests of other companies; The board of directors of the company fails to execute the bonds in accordance with the provisions of the preceding paragraph.
The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to comply with the provisions of paragraph 1, the shares shall be
Xinjiang International Industry Co.Ltd(000159) articles of association Xinjiang International Industry Co.Ltd(000159) articles of Association
(revised in 2019) (revised in 2022)
East has 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.
Chapter IV shareholders and general meetings Chapter IV shareholders and general meetings
Article 40 Article 40
The general meeting of shareholders is the authority of the company. The general meeting of shareholders is the authority of the company according to law. It exercises the following functions and powers according to law:
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan;
Article 41 Article 41
The following external guarantees of the company shall be approved by the general meeting of shareholders. The following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders. It was passed.
(I) one article (III) shall be added to the external guarantee of the company and its holding subsidiaries, and other serial numbers shall be postponed accordingly: the total guarantee amount reaches or exceeds the latest audited net assets (III) any guarantee provided by the company after the guarantee amount exceeds 50% of the company’s latest net assets within one year; A guarantee of 30% of the total assets audited during the period;
(II) any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets; (III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets; (V) guarantees provided to shareholders, actual controllers and their related parties.
Article 55 Article 55
The notice of the general meeting of shareholders includes the following contents: the notice of the general meeting of shareholders includes the following contents:
… add (VI), and other contents remain unchanged
(V) name and telephone number of permanent contact person for conference affairs.
……
The notice and supplementary notice of the general meeting of shareholders shall fully the voting time and voting procedures of (VI) network or other means. Fully disclose all specific contents of all proposals. If the matters that should be fully and completely discussed in the notice of the general meeting of shareholders and the supplementary notice need the opinions of the independent directors, the shareholders’ meeting shall be issued and all the specific contents of all proposals shall be disclosed. The notice or supplementary notice of the general meeting to be discussed will also disclose the independent directors. If the independent directors need to express their opinions, the opinions and reasons of the general meeting of shareholders will be published. The opinions of independent directors and… Reasons will be disclosed at the same time when the notice or supplementary notice is given.
……
Article 78 Article 78
Shareholders (including shareholders’ agents) represent shareholders (including shareholders’ agents) with
Xinjiang International Industry Co.Ltd(000159) articles of association Xinjiang International Industry Co.Ltd(000159) articles of Association
(revised in 2019) (revised in 2022)
The number of shares with voting rights shall exercise the voting right, the number of shares with voting rights of each share shall exercise the voting right, and each share shall have one vote. One vote.
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. Single ticket. The results of separate vote counting shall be disclosed in a timely manner. The results of the independent vote counting shall be disclosed in a timely manner.
The shares of the company held by the company have no voting rights, and the shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders. total.
The board of directors, independent directors and shareholders meeting the relevant provisions of the company may publicly solicit shareholders’ voting rights if they buy shares with voting rights in the company in violation of the securities conditions, The super shareholder’s voting right shall fully disclose the voting intention and other information of the 36 months after the purchase of the shares with a specific proportion to the solicited person. It is prohibited to solicit shareholders’ voting rights by paying or paying in disguised form, and it is not included in the way of attending the general meeting of shareholders. The company shall not collect the total number of shares for voting rights.
The voting right puts forward the minimum shareholding ratio limit. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders’ voting rights. The solicitation of shareholders’ voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders’ voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Chapter V board of directors Chapter V board of directors
Article 107 article 107
The board of directors shall exercise the following functions and powers: the board of directors shall exercise the following functions and powers:
…… ……
(VIII) within the scope authorized by the general meeting of shareholders, decide on (VIII) within the scope authorized by the general meeting of shareholders, decide on the company’s foreign investment, acquisition and sale of assets, asset mortgage and disposal, investment, acquisition and sale of assets, asset mortgage and disposal, external guarantee, entrusted financial management, related party transactions and other matters; Guarantee matters, entrusted financial management, related party transactions, external donations, etc;
……
Article 110 Article 110
The board of directors shall determine the authority of external investment, acquisition and sale of assets, assets, asset mortgage, external guarantee, entrusted financial management, asset mortgage, external guarantee, entrusted financial management, related party transactions, and establish the authority of strict examination and decision-making process and external donation, Establish strict review and decision procedures; For major investment projects, relevant experts and professional decision-making procedures shall be organized; Major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders for approval. The review shall be conducted by the business personnel and reported to the general meeting of shareholders for approval.
Article 111 Article 111
The general meeting of shareholders authorizes the board of directors to exercise the following duties in the event of asset management, loan borrowing, guarantee, related party transaction and other major matters, such as asset management, guarantee and related party transaction
Xinjiang International Industry Co.Ltd(000159) articles of association Xinjiang International Industry Co.Ltd(000159) articles of Association
(revised in 2019) (revised in 2022)
List of functions and powers:
…… ……
（3） Borrowings (III) borrowings
Review and approve bank loans for the company’s production and operation. Review and approve bank loans for the company’s production and operation and (IV) customs
