Securities code: 003038 securities abbreviation: Anhui Xinbo Aluminum Co.Ltd(003038) Announcement No.: 2022-023 Anhui Xinbo Aluminum Co.Ltd(003038)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Anhui Xinbo Aluminum Co.Ltd(003038) (hereinafter referred to as “the company”) held the 15th meeting of the second board of directors on February 24, 2022, which deliberated and adopted the proposal on Amending the articles of association. The proposal still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation and approval. The relevant information is hereby announced as follows: I. revised contents
In combination with corporate governance, in accordance with the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other relevant laws, regulations and normative documents, The relevant contents of the Anhui Xinbo Aluminum Co.Ltd(003038) articles of Association (hereinafter referred to as the “articles of association”) are hereby revised as follows:
Articles of association revised from the original articles of Association
Add article 12
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24 of the law. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of shares of the company: (I) reduce the registered capital of the company;
(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) shareholders request the company to purchase their shares due to the company merger and sub merger made at the general meeting of shareholders (IV) shareholders disagree with the company merger and legislative resolution made at the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares; (V) converting shares into convertible shares issued by the company; (V) converting shares into convertible corporate bonds issued by the company; Corporate bonds of stocks;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests. (VI) it is necessary for the company to safeguard the company’s value and shareholders’ rights and interests. Except for the above circumstances, the company shall not purchase the shares of the company. Yes.
Article 24 the company may purchase its own shares through Article 25. The company may purchase its own shares through public centralized trading, or through the centralized trading disclosed by laws and regulations and China Securities Regulatory Commission, or other methods approved by laws and administrative regulations and the CSRC. And other methods approved by the CSRC.
If the company purchases the shares of the company under the circumstances specified in items (V) and (VI) of Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it shall be carried out through public centralized trading. The of the company’s shares shall be conducted through public centralized trading.
Article 26 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 and Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The of the company’s shares shall be decided by the general meeting of shareholders; If the company purchases the shares of the company under the circumstances specified in Item (VI) of the company due to the circumstances specified in Item (III) of paragraph 1 of Article 24 and item (III), (V), (V) and (VI) of paragraph 1 of Article 23 of the articles of Association, the company may purchase the shares of the company in accordance with the provisions of the articles of association or the authorization of the shareholders’ meeting in accordance with the provisions of the articles of association or the provisions of the articles of association or the authorization of the shareholders’ meeting, With the authorization of the general meeting, the resolution of the board meeting attended by more than two-thirds of the directors and more than two-thirds of the directors. Resolutions of the board meeting. After the company purchases the company’s shares in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to item (I) after the company purchases the company’s shares in accordance with paragraph 1 of Article 24 of the articles of association, it shall be cancelled within 10 days from the date of acquisition if it belongs to item (I); If it belongs to item (II), it shall be cancelled within 10 days from the date of acquisition; In the case of item (II) (IV), it shall be transferred within 6 months, or in the case of item and item (IV), it shall be transferred and cancelled within 6 months; Transfer or cancellation of items (III), (V) and (VI); In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years when the total number of shares shall not exceed the total issued shares of the company. 10%, and shall be transferred or cancelled within three years.
Article 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company shall sell their shares of the company or other securities with equity nature. Article 29 directors, supervisors and senior managers of the company shall sell within 6 months after purchase, Or the shareholders who hold more than 5% of the company’s shares within 6 months after the sale will buy them again, and the resulting income will belong to the company. The company’s shares will be sold within 6 months after the purchase, or the board of directors of the company will recover their income.
However, if the securities company buys again within 6 months after the issuance of the certificate, the proceeds will belong to 5% of the remaining shares held by the securities company due to the purchase of package sales, and the board of directors of the company will recover the proceeds. However, except for the above shares and other circumstances stipulated by the CSRC, the securities company holds 5% of the remaining after-sales shares due to underwriting. If the above shares are sold, the time limit of 6 months is not applicable. If the directors, supervisors, senior managers and the board of directors of a natural company mentioned in the preceding paragraph fail to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement the company’s shares or other equity held by the shareholders within 30 days. If the board of directors of the company fails to execute the pledged securities, including those held by their spouses, parents and children, the shareholders have the right to directly bring a lawsuit to the people’s court for the benefit of the company and in the name of the shares held in other people’s accounts or other shares. Securities of a proprietary nature.
If the board of directors of the company fails to comply with the provisions of paragraph 1, and if the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. Shareholders 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 41 the general meeting of shareholders is the authority of the company. According to Article 40, 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: (I) decide on the company’s business policy and investment plan;
(I) determine the company’s business policy and investment plan; (II) elect and replace directors not held by employee representatives, (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; Supervisors, and 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, final settlement plan;
Calculation scheme; (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 corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Issue resolutions;
（12） Deliberating and approving the guarantee matters specified in Article 41; （12） Deliberating and approving the Guarantees specified in Article 42 (13) deliberating the purchase and sale of major assets by the company within one year; If the assets exceed 30% of the total audited assets of the company in the latest period (XIII) review the major items purchased and sold by the company within one year; If the assets exceed 30% of the total audited assets of the company in the latest period (14), review and approve the change of the purpose of the raised funds; matter;
（15） Review the equity incentive plan; （14） Review and approve the change of the purpose of the raised funds; （16） Review laws, administrative regulations, departmental rules or this (XV) review equity incentive plans and employee stock ownership plans; Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association. （16） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.
Article 42 the following guarantees provided by the company shall be approved by the shareholders’ meeting. Article 41 the following guarantees provided by the company shall be approved by the shareholders’ meeting.
It was deliberated and adopted by the Eastern Conference. (I) the external guarantee of the company and its holding subsidiaries (I) the guarantee that the amount of a single guarantee exceeds the total audited net guarantee of the company in the latest period and exceeds 10% of the audited net assets in the latest period; Any guarantee provided after 50 years;
(II) the total amount of external guarantees provided by the company and its holding subsidiaries, (II) any guarantee provided after the total amount of external guarantees provided by the company exceeds 50% of the audited net assets of the company in the latest period and 30% of the audited total assets; Guarantee;
(III) provide guarantee for the guarantee object whose asset liability ratio exceeds 70% (III) the guarantee amount of the company within one year exceeds the recent guarantee of the company; A guarantee of 30% of the total audited assets in phase I;
(IV) the amount of guarantee within 12 consecutive months exceeds 30% of the total assets audited in the first phase of the guarantee with an asset liability ratio of more than 70% in the latest (IV) period of the company; The guarantee provided by the object;
(V) the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 10% of the assets within 12 consecutive months;
50 million yuan;
