Liuzhou Chemical Industry Co.Ltd(600423)
Announcement on changing the domicile of the company and 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 material errors in the contents of this announcement
Omission, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Liuzhou Chemical Industry Co.Ltd(600423) (hereinafter referred to as “the company”) held the sixth session of the board of directors on February 24, 2022
The second meeting deliberated and adopted the proposal on changing the company’s domicile and amending the articles of association.
Because the company’s office address has been changed, and the company’s current residence is no longer in the yard at No. 67, beique Road, Liuzhou City, there is no company business
The company plans to make corresponding changes to the company’s domicile, which is planned to be located at beique Road, Liuzhou, Guangxi
No. 67 is changed to the 26th floor of Huijin international, No. 106-8 Yuejin Road, Liuzhou City, Guangxi, and the corresponding provisions of the articles of association are proposed to be amended
Line revision.
Meanwhile, according to the guidelines for the articles of association of listed companies (revised in 2022) of the CSRC (CSRC announcement [2022] 2
According to the relevant provisions of the company and in combination with the actual situation of the company, it is proposed to amend some provisions of the articles of association.
The comparison of the articles of association to be revised is as follows:
Terms before and after amendment
Article 1 the company is in accordance with the company law and other relevant laws and regulations A joint stock limited company established in accordance with the provisions of laws and regulations and normative documents (hereinafter referred to as “the company”) or a joint stock limited company established in accordance with the provisions of normative documents (hereinafter referred to as “the company” or “the company”). “The company”).
The company was established by the people’s Government of Guangxi Zhuang Autonomous Region in the form of GZH [2001] No. 25 document, and the company was established by initiation with the approval of the people’s Government of Guangxi Zhuang Autonomous Region in the form of GZH [2001] No. 25 document; It was approved in Zhuang Jian, Guangxi on March 6, 2001 and established in the form of initiation; On March 6, 2001, he registered with the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region and obtained the business license. The business license was registered with the market supervision administration of Guangxi Zhuang Autonomous Region and obtained the business license. The registration number of the business license is 45020000016746 (1-1). The registration number is 45020000016746 (1-1).
Article 5 domicile of the company: No. 67, beique Road, Liuzhou, Guangxi. Postal Code: Article 5 company domicile: Huijin international 545002, No. 106-8, Yuejin Road, Liuzhou, Guangxi. 26th floor. Postal Code: 545001.
Article 12 the company shall establish a Communist Party organization to 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 purchase its own shares in accordance with the law and administrative law. Article 24 the company shall not purchase its own shares. However, in case of any of the following circumstances, departmental rules and the articles of association, the acquisition of shares of the company shall be excluded:
(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) award shares to the employees of the company; (III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders hold different opinions on the company’s merger and division resolution made at the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares because they disagree with the company’s merger and division resolution made at the general meeting of shareholders. Objection, requiring the company to acquire its shares.
Except for the above circumstances, the company will not buy or sell its shares. (V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 If the company purchases its shares due to items (I) to (III) of Article 23 of the articles of association and items (I) and (III) of paragraph 1 of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders. If the company purchases its own shares under the circumstances specified in paragraph (II), it shall adopt a resolution under the circumstances specified in paragraph (I) after the general meeting of shareholders purchases its own shares in accordance with Article 23; If the company is due to items (III) and (V) of paragraph 1 of Article 24 of the articles of association, it shall be cancelled within 10 days from the date of acquisition; If the company’s shares are purchased under the circumstances specified in items (II), (IV) and (VI), they can be transferred or cancelled within 6 months in accordance with the circumstances of this item. In accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, more than two-thirds of the directors present at the meeting of the board of directors shall make resolutions on the shares of the company purchased in accordance with paragraph (III) of Article 23.
Will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits in accordance with paragraph 1 of Article 24 of the articles of Association; After the purchased shares shall be transferred to the company within one year, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; workers.
In the case of items (II) and (IV), it shall be transferred or cancelled within six months; 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 three years.
Article 29 the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares, directors and supervisors holding more than 5% of the company’s shares shall sell their shares of the company or other owned shares within six months after the purchase, Or buy it again within 6 months after the sale, and the securities with the right nature of the income will be sold within 6 months after the purchase, or the company will own it within 6 months after the sale, and the board of directors of the company will recover its income. However, if the securities are purchased again, the proceeds from this shall belong to the company. The board of directors of the company will receive the proceeds from the sale of more than 5% of the shares held by the company due to the exclusive sale of the remaining after-sales shares. However, securities companies are not subject to the six-month time limit due to the purchase of the remaining shares after package sales. If the board of directors of the company does not comply with the provisions of the preceding paragraph if it holds more than 5% of the shares and other circumstances stipulated by the CSRC, except that the shareholders have the right to require the form of directors.
It will be implemented within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph hold stocks or other equity securities that have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company, including their spouses, parents and shareholders. If the board of directors of a company with equity does not implement the provisions of paragraph 1 of this article, the shares held by its children or by using the accounts of others shall be liable for the pledge of securities.
The directors of the company shall be jointly and severally liable according to law. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to Law Article 41 the general meeting of shareholders is the authority of the company and exercises the following powers and functions according to law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan;
…… ……
（12） Deliberating and approving the guarantee matters specified in Article 41; （12） Deliberating and approving the guarantee matters specified in Article 42;
（13） Review and approve the major transactions stipulated in Article 44; （13） Deliberating and approving the major transactions stipulated in Article 45;
…… ……
（17） Review the equity incentive plan; （17） Review the equity incentive plan and employee stock ownership plan;
（18） Review laws, administrative regulations, departmental rules or the articles of Association (18) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association. Other matters that should be decided by the general meeting of shareholders.
Article 41 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. Article 42 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. Pass.
（1） Any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or (I) the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets; Any guarantee provided after 50% of the audited net assets in the recent period;
（2） Any guarantee provided after the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the company audited in the latest period and exceeds 30% of the total assets audited in the latest period; Any guarantee provided after 30%;
（3） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (III) the guarantee amount of the company within one year exceeds the total amount of the company’s audited in the latest period (IV) the guarantee amount of a single guarantee exceeds 10% of the net assets audited in the latest period; 30% guarantee of assets;
（5） Guarantee provided to shareholders, actual controllers and their related parties. （4） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
