Securities code: 603429 securities abbreviation: Anhui Genuine New Materials Co.Ltd(603429) Announcement No.: 2022-010 Anhui Genuine New Materials Co.Ltd(603429)
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.
Anhui Genuine New Materials Co.Ltd(603429) (hereinafter referred to as "the company") held the 22nd Meeting of the second board of directors on February 22, 2022, deliberated and adopted the proposal on Amending the articles of association. According to the provisions of laws, regulations and normative documents such as announcement [2022] No. 2 of China Securities Regulatory Commission - Announcement on publishing the guidelines for the articles of association of listed companies (revised in 2022), notice of Shanghai Stock Exchange on Issuing the stock listing rules of Shanghai Stock Exchange (revised in January 2022) (SZF [2022] No. 1), etc, In combination with the actual situation of the company, it is proposed to amend the articles of association as follows:
Articles of association revised from the original articles of Association
Article 25 under the following circumstances, the company may not buy back its shares in accordance with Article 25. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except for one of the following circumstances:
Acquisition of the company's shares: (I) reduction of the company's registered capital;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholder requests the company to purchase its shares due to the merger of the company made by the general meeting of shareholders, (IV) the shareholder disagrees with the resolution on merger and division of the company made by the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds converted into shares; (VI) necessary for the company to maintain the company's value and shareholders' rights and interests (VI) necessary for the listed company to maintain the company's value and shareholders' rights and interests.
Required. Except for the above circumstances, the company will not buy or sell its shares. Except for the above circumstances, the company will not buy or sell its shares. Activities.
Article 31 directors, supervisors and senior managers of the company Article 31 directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall sell their members and shareholders holding more than 5% of the company's shares within 6 months after buying, If the company's stocks or other stocks with the nature of equity held by the company or purchased within 6 months after the sale, the securities received therefrom shall be sold within 6 months after the purchase, or the profit from the sale shall belong to the company, and the board of directors of the company will buy again within 6 months after taking back the stock, and the profit from this shall belong to the income of the company. However, the board of directors of the company will recover the proceeds of the securities company's purchase and after-sales surplus due to underwriting. However, if the remaining shares hold more than 5% of the shares, the sale of the shares is that the securities company holds the remaining after-sales shares due to underwriting, which is not subject to the six-month time limit. If there are more than 5% shares, or if the board of directors of the company fails to comply with the provisions of the preceding paragraph as stipulated by the CSRC, except under other circumstances of shareholders. Within 30 days upon the request of the board of directors. If the directors, supervisors and senior managers mentioned in the preceding paragraph of the board of directors of the company naturally fail to implement within the above-mentioned period, the shareholders have the right to directly file securities with the people's court in their own name for the shares held by the company's shareholders or other interests with the nature of equity, including those held by their spouses, parents and children and litigation. Shares held in other people's accounts or other securities with negative rights that the board of directors of the company does not implement in accordance with the provisions of paragraph 1.
The responsible directors shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it 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.
Article 43 the general meeting of shareholders is the authority of the company. Article 43 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan; (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 matters related to the remuneration of directors and supervisors; To decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan; (V) review and approve the company's annual financial budget plan and final settlement plan; Final settlement plan;
(VI) review and approve the company's profit distribution plan and loss recovery plan (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss plan;
(VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital; Discussion;
(VIII) make resolutions on the issuance of shares, the repurchase of the company's shares and the issuance of corporate bonds due to the issuance of shares in Article 25 (VIII) of the articles of association, the repurchase of the company's shares in the circumstances specified in items (I) and (II) of article 25 of the articles of association and the repurchase of the company's shares in the circumstances specified in items (I) and (II) of the articles of Association; Make resolutions on the issuance of company shares and corporate bonds;
(IX) make resolutions on the merger, division, dissolution and liquidation of the company or (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; Make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Issue resolutions;
（12） Deliberating and approving the Guarantees specified in Article 44 (12) deliberating and approving the Guarantees specified in Article 44; Item;
（13） Review the purchase and sale of major assets by the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the latest audited total assets of the company and the assets exceed 30% of the latest audited total assets of the company; Matters to be resolved;
（14） Review and approve major related party transactions; （14） Review and approve major related party transactions; （15） Review and approve the change of the purpose of the raised funds; （15） Review and approve the change of the purpose of the raised funds; （16） Review the equity incentive plan; （16） Review equity incentive plan and employee stock ownership plan (17) review laws, administrative regulations, departmental rules or plans; (XVII) other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of Association (XVII) review laws, administrative regulations, departmental rules or items.
Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association, and the functions and powers of the above general meeting of shareholders shall not be authorized. It shall be exercised by the board of directors or other institutions and individuals. The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 44 the following external guarantees of the company shall be approved by the general meeting of shareholders. Deliberated and approved by the general meeting of shareholders.
(I) total external guarantee of the company and its holding subsidiaries (I) any guarantee provided after the external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of the company's latest audited net assets and exceeds 50% of the company's latest audited net assets; Any guarantee provided after 50%;
(II) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the latest (II) Company and exceeds 30% of the total assets audited in the latest period; protect;
(III) providing guarantee for the guarantee object with asset liability ratio exceeding 70% (III) providing guarantee for the guarantee object with asset liability ratio exceeding 70%; Guarantee for supply;
(IV) the guarantee amount exceeds 30% of the company's latest audited total assets in 12 consecutive months; Guarantee of 30% of the total assets audited in the recent period;
(V) the amount of a single guarantee exceeds 10% of the company's latest audited net assets; Guarantee of 10% of net assets;
(VI) the guarantee amount exceeds 50% of the audited net assets of the shareholders, actual controllers and their affiliates in the latest period within 12 consecutive months and the absolute amount exceeds;
Over 50 million yuan; (VII) other guarantees provided to shareholders, actual controllers and their affiliates as stipulated in the Shanghai Stock Exchange or the articles of association.
Guarantee of; For the guarantee matters within the authority of the board of directors, in addition to (VIII) the approval of more than half of all directors as stipulated by the Shanghai Stock Exchange or the articles of association, other guarantee situations shall also be approved. More than two-thirds of the directors present at the board meeting agree. For the guarantee matters within the authority of the board of directors, in addition to the approval of more than half of all directors when the general meeting of shareholders considers the guarantee matters in Item (IV) of the preceding paragraph, it shall also be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting and more than two-thirds of the directors at the meeting of the board of directors. More than two shares passed. When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it is necessary that when the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their associates who need to obtain three-thirds of the voting rights held by the shareholders attending the meeting, the shareholder or more than two of them shall pass. The shareholders under the control of the international controller shall not participate in the voting. When the general meeting of shareholders deliberates the guarantee proposal provided for the shareholders, the actual controller and their associates held by other shareholders attending the general meeting of shareholders, the shareholders or the shareholders under the control of the controlling shareholders and the actual controller shall not participate in the voting, The producer and its affiliates shall provide counter guarantee. If more than half of the shareholders present at the meeting violate the examination and approval authority and other voting procedures, they shall be investigated for responsibility. In accordance with the company's external guarantee management system and other relevant provisions.
Article 46 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence of the fact and within 2 months from the date of occurrence of the fact:
(I) the number of directors is less than three of the number specified in the articles of Association (I) the number of directors is less than two-thirds of the number specified in the articles of Association (i.e. less than six); Two thirds (i.e. less than 4 persons);
(II) the company's outstanding losses reach the total paid in capital (II) the company's outstanding losses reach 1 / 3 of the total paid in capital;
