Guangxi Liugong Machinery Co.Ltd(000528)
Articles of association, rules of procedure of the general meeting of shareholders, rules of procedure of the board of directors
Comparison table of amendments to the rules of procedure of the board of supervisors
Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as "the company") the 40th (Provisional) meeting of the 8th board of directors
The meeting deliberated and adopted the amendment of the articles of association, the rules of procedure of the general meeting of shareholders and the rules of procedure of the board of directors
The proposal of the; At the 34th meeting of the 8th board of supervisors, the company deliberated and adopted the amendment to the
Rules of procedure. The specific amendments are as follows (Note: the bold red part below is the revised content):
1、 Amendments to the articles of Association
Description of revision before revision and after revision
number
Article 1 in accordance with the law of the people's Republic of China on safeguarding the rights and interests of the trade union of the Guangxi Liugong Machinery Co.Ltd(000528) Republic of China in order to safeguard the cooperation of the company, shareholders and creditors, Article 1 regulates the organization and behavior of the company, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company" and "the company"), the company's legal rights and interests of Donghe creditors, standardizing the organization of the company and the actual situation of the company (hereinafter referred to as the "company law"), the people's Republic of China and the company's actions, the company law of the people's Republic of China was amended and the national securities law was promulgated (hereinafter referred to as the "Securities Law") (hereinafter referred to as the "company law"), the unified expression and adjustment of the Chinese people's culture and other relevant provisions, the articles of association are formulated. The securities law of the people's Republic of China (hereinafter referred to as the "Securities law")
Trade union law of the people's Republic of China, etc
Relevant laws, regulations, rules and normative documents
Formulate Guangxi Guangxi Liugong Machinery Co.Ltd(000528) Machinery Co., Ltd. according to the actual situation of the company
Articles of association of the limited company (hereinafter referred to as "this chapter")
Cheng "," articles of association ").
Article 2 the full text of Article 2 is uniformly stated that the company is regulated in accordance with the company law and other existing companies are regulated in accordance with the company law and other relevant regulations
The relevant provisions have been determined by the people's Government of Guangxi Zhuang Autonomous Region and written by the people's Government of Guangxi Zhuang Autonomous Region
A joint stock limited company established with the approval of GZH [1993] No. 52
Ltd. (hereinafter referred to as "the company").
Economic system reform of Guangxi Zhuang Autonomous Region
GUI Ti Gai Gu Zi [1993] No. 92 document of the Reform Commission, Guang
Document No.: guizheng letter of the people's Government of Guangxi Zhuang Autonomous Region [1993] 52
Approved by Han [1993] No. 52 document, approved by China No. 52 document, and approved by China Securities Regulatory Commission
Zjfsz [1993] No. 30 document of CSRC (hereinafter referred to as "CSRC")
It is approved to be established by public offering; 1993 [1993] No. 30 document agreed to use social fund-raising
On November 8, the company was established in Liuzhou Industrial and Commercial Bank of China; On November 8, 1993, the company was established in Liuzhou city
The Administration for Industry and Commerce shall register and obtain a business license, and the Administration for Industry and Commerce shall register and obtain a business license
The business license number is 19858159, followed by the license. The business license number is 19858159, followed by the license
According to the relevant provisions of the state, the company is located in Guangxi Zhuang Autonomous Region since the relevant provisions of the state
The District Administration for Industry and Commerce shall register, obtain the registration of the Administration for Industry and Commerce and obtain the business license
Business license, business license number: (enterprise) license, business license number: (enterprise)
4500001000866。 February 2008 264500001000866. Public Security Council, 26 February 2008
On the th, according to the Department of industry and Commerce of Guangxi Zhuang Autonomous Region, according to the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region
According to the requirements of the notice of the administration of industry and Commerce of Liuzhou City, the requirements of the notice of no2277 are changed to those of the notice of industry and Commerce of Liuzhou city
Registration with Liuzhou Administration for Industry and commerce, registration with Liuzhou Administration for Industry and commerce, business license and registration number
The business license and registration number are changed accordingly. 2016 changes accordingly. Business license of the company on August 9, 2016
On August 9, the company's business license, organization license, organization code certificate and tax registration certificate were completed
The code certificate and tax registration certificate have completed the "three certificates in one" and the unified social credit of the merged company
I. The unified social credit code of the merged company is 9145020198229141f.
Code: 9145020198229141f.
Article 10 article 10 the articles of association of the newly established chief executive of the company shall become the regulations from the effective date, and the articles of association shall become the regulations from the effective date, That is, to become a legally binding state that regulates the rights and obligations between public officials (CEOs), regulates the organization and behavior of the company, the company and shareholders, the organization and behavior of the company, the company and shareholders, shareholders and shares, and combines the actual situation of the company with the rights and obligations between shareholders and shareholders
Legally binding document. File.
The articles of association is applicable to the company, shareholders, directors and supervisors. The articles of association is applicable to the company, shareholders, directors, supervisors
And senior managers are legally binding. Senior management is legally binding.
According to the articles of association, shareholders can sue for shares. According to the articles of association, shareholders can sue shareholders for shares
Shareholders can sue the company's directors and supervisors. Supervisors can sue the company's directors, supervisors and CEO
The board of directors, the president and other senior managers, the shareholder Officer (CEO), the president and other senior managers,
Can sue the company, the company can sue shareholders, shareholders can sue the company, and the company can sue shareholders
Directors, supervisors, President and other senior managers directors, supervisors, Chief Executive Officer (CEO), President
Clerk. And other senior management.
Article 11 the newly established chief executive officer of the company. The term "senior management" in the articles of association refers to the company's chief executive officer (CEO), President, senior vice president, vice president and financial executive officer (CEO), President, senior vice president, person in charge in combination with the actual situation of the company, Secretary of the board of directors, vice president recognized by the board of directors, financial person in charge, Secretary of the board of directors and revised by the board of directors
Other personnel. Other personnel determined by the board of directors.
Article 15 Article 15 in accordance with the issuance of company shares by the CSRC, the issuance of public and public company shares shall be carried out, and the principles of openness, fairness, fairness, pilot management of preferred shares, fairness of each share of the same kind, and each share of the same kind shall have the same rights. The corresponding amendments to the measures shall have the same rights. Equal rights. Change rule name
Shares of the same class issued at the same time, shares of the same class issued at the same time, shares of the same class issued at the same time
The issuing conditions and prices shall be the same; The conditions and prices of any unit shall be the same; Any unit or individual
Or for the shares subscribed by individuals, the subscribed shares shall be paid for each share, and the same price shall be paid for each share.
Pay the same price. The company may manage the preferred shares in accordance with the pilot regulations of the CSRC
The company may, in accordance with the measures for the administration of listing and the measures for the administration of the acquisition of listed companies issued by the CSRC
The measures for the administration of pilot preferred shares of the company, the articles of association of listed companies and other relevant provisions shall be issued in accordance with the law
The measures for the administration of the company's acquisition, the articles of association and the repurchase of shares.
And other relevant provisions to issue preferred shares and repurchase shares according to law
Copies.
Article 26 the shares of the company may be transferred according to law in combination with the actual situation of the company. The shares of the company may be transferred according to law. Revised according to the situation
When foreign investors conduct medium and long-term war on the company, when foreign investors conduct medium and long-term war on the company
In the period of strategic M & A and investment, in the case of strategic merger and strategic M & A and investment, in the period of strategic M & A and investment
The purchase and investment shall comply with the regulations of the Chinese government and relevant authorities
The regulations of the competent authority shall be approved by the company in advance, and the board of directors and general meeting of shareholders of the company shall be obtained in advance
The approval of the board of directors, the general meeting of shareholders, the China Securities Regulatory Commission and other relevant competent authorities
The reply or approval of the CSRC and other relevant competent departments shall be in accordance with the company law and the securities law
And shall be in accordance with the company law, the securities law and the Chinese law, as well as the provisions of the CSRC and Shenzhen Stock Exchange
Relevant provisions of the CSRC, Shenzhen Stock Exchange, etc. shall comply with the definitions of the report, announcement and other laws
Provide for the performance of reports, announcements and other legal obligations.
Business. Shareholders holding more than 5% of the shares of the company
Actual controllers, directors, supervisors and senior managers of the company holding more than 5% of the shares
Shareholders, actual controllers, directors, supervisors, senior officers, and other persons holding shares issued by the company to specific objects
The management personnel and other shareholders holding the initial public shares of the company shall transfer their shares of the company
The shares issued before the development bank or the company shall not violate laws, administrative regulations and certificates issued by the State Council
When the shareholder of the shares issued by the target transfers the holding period and sales information of the securities regulatory authority
The company's shares shall not violate the laws, inter-bank, sales quantity, sales method, information disclosure and other regulations
It shall comply with the business regulations of Shenzhen Stock Exchange
In terms of holding period, selling time, selling quantity, then.
Provisions on selling methods and information disclosure, and shall
Abide by the business rules of Shenzhen Stock Exchange.
Article 28 the company has newly established chief executive director, supervisor, President and other senior directors, supervisors The chief executive officer (CEO), executive officer (CEO) and management personnel shall report to the company the president and other senior management personnel they hold. They shall apply to the company for the company's shares and their changes in combination with the actual situation of the company. They shall report their shares and their changes in the company during their term of office; and revise the situation
The number of shares transferred each year shall not exceed the number of shares held by him. During his term of office, the number of shares transferred each year shall not exceed the number of shares held by him
25% of the total number of shares of the company; 25% of the total number of shares held by the company; Held by the company
1 year from the date when the company's shares are listed and traded, and not within 1 year from the date when the company's shares are listed and traded
Not transferable within the; It shall not be transferred within 6 months after resignation; He shall not transfer his position within 6 months after his resignation
Transfer its shares in the company. Shares held in the company.
Article 29
