Securities code: Lihuayi Weiyuan Chemical Co.Ltd(600955) securities abbreviation: Lihuayi Weiyuan Chemical Co.Ltd(600955) Announcement No.: 2022023 Lihuayi Weiyuan Chemical Co.Ltd(600955)
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.
Lihuayi Weiyuan Chemical Co.Ltd(600955) (hereinafter referred to as "the company") held the 7th Meeting of the second board of directors on March 1, 2022, deliberated and adopted the proposal on Amending the articles of association, and made corresponding amendments to the articles of association and its annexes. The details of the revised articles of association are as follows:
As two new articles (Article 11 and article 202) are added to the articles of association, the subsequent quoted articles need to be modified accordingly.
Article contents of the original articles of association and the revised articles of Association
Article 11 the company shall establish a Communist Party to organize 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 13 after registration according to law, the business scope of the company: after registration according to law, the business scope of the company: general items: manufacturing of basic chemical raw materials (excluding general items: manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals); Manufacturing of hazardous chemicals and other licensed chemicals); Sales of chemical products (excluding licensed chemical products sales of chemical products (excluding licensed chemical products); Production of chemical products (excluding licensed chemicals); Production of chemical products (excluding licensed chemical products) (except for the projects subject to approval according to law, the products shall be provided with certificates); Import and export of goods; Technology import and export; Import and export business license (to carry out business activities independently according to law) and permit export agency; Technical services, technical development and technical feasibility projects: production of hazardous chemicals (subject to technical consultation, technical exchange, technology transfer and technical cooperation according to law)
Approved projects can be promoted only after being approved by relevant departments; Research and development of new material technology; Renewable resources marketing carries out business activities, and the specific business items are subject to approval and sale; Processing and disposal of non-metallic wastes and debris. (subject to the result). In addition to the items that must be approved according to law, the business scope of the company shall be subject to the approved contents of the items approved by the company registration authority according to law. Production of hazardous chemicals; Import and export of toxic chemicals; Heat production and supply. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
The business scope of the company shall be subject to the contents approved by the company registration authority.
Article 22 under the following circumstances, the company may not purchase its own shares in accordance with this law. However, the laws, administrative regulations, departmental rules and the articles of association are excluded from any of the following circumstances:······
It is stipulated that the acquisition of shares of the company:······
Article 27············
Directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall sell the company's shares or other equity held by shareholders holding more than 5% of the company's shares within 6 months after the purchase of the company's shares, Or buy again within 6 months after the sale, and sell the securities of nature within 6 months after the purchase, and the resulting income shall belong to the company. The company may buy again within 6 months after the sale, and the board of directors will recover its income. The proceeds shall be owned by the company, and the board of directors of the company will recover the proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include their spouses
Stocks or other equity securities held by parents and children and held in other people's accounts.
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Article 38············
（14） Review the company's purchase within one year （14） Review and approve the following financial assistance for the sale of major assets exceeding 30% of the company's total assets within the scope of the company's consolidated statements (15) To review the transactions between the company and related persons that do not include the controlling shareholders and actual shareholders of the company (except for the case where the company receives cash assets and provides inter guarantee controllers and their related persons): the amount of insurance is 30 million yuan. 1. The amount of single financial assistance exceeds the top of the company, And accounting for 10% of the latest audited net assets of the company:
Connected transactions with an absolute value of more than 5%; 2. Review the equity incentive plan in the latest financial statement (XVI) of the funded object; The data shows that the asset liability ratio exceeds 70%;
······3. The cumulative amount of financial assistance in the last 12 months exceeds 10% of the company's latest audited net assets:
4. Other financial assistance required to be submitted to the general meeting of shareholders for approval in accordance with the relevant provisions of the stock exchange and the articles of association.
（15） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company's latest audited total assets;
（16） The amount of transactions between the company and related parties (excluding cash assets and guarantees provided by the company) is more than 30 million yuan, accounting for the latest audited net assets of the company
Connected transactions with an absolute value of more than 5%;
（17） Review and approve the change of the purpose of the raised funds;
（18） Review the equity incentive plan and employee stock ownership plan;
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Article 39············
(I) the company and its holding subsidiaries; (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantee in the latest period and exceeds 50% of any net assets provided after 50% of the audited net assets in the latest period; Guarantee; (II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries (II) reaches the total amount of external guarantee and exceeds 30% of the total assets of the latest audited total assets or the total assets of the latest audited total assets; Any guarantee provided after 30%······
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Article 40············
(I) the total amount of assets involved in the transaction accounts for the total amount of assets involved in the company's (I) transaction (more than 50% of the company's total assets audited in the latest period, if there is book value and evaluation value, whichever is higher, the total amount of assets involved in the transaction is subject to book value at the same time) and accounts for the value and evaluation value of the company's total assets audited in the latest period, The higher one is taken as more than 50% of the calculated number;
According to; (II) the subject matter of the transaction (such as equity) involves
