Securities code: 000878 securities abbreviation: Yunnan Copper Co.Ltd(000878) Announcement No.: 2021-087 bond Code: 149134 bond abbreviation: 20 Yunnan Copper 01
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.
Yunnan Copper Co.Ltd(000878) (hereinafter referred to as the company) convened the 27th meeting of the eighth board of directors on December 14, 2021, and deliberated and adopted the revised
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This proposal needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Comparison table of amendments to the articles of Association
According to the requirements of laws, regulations and normative documents such as the securities law, the Listing Rules of Shenzhen Stock Exchange, and in combination with the actual situation of the company, the relevant provisions in the articles of association are revised accordingly.
The comparison table of the revised terms is as follows:
Preface original clause revised clause
number
Article 9 all the assets of the company are divided into equal shares, and the shareholders shall be liable to the company to the extent of the shares they subscribe. Article 9 the company shall enjoy the property rights of legal persons according to law, operate independently, account independently and be responsible for its own profits and losses. The company shall be liable for the debts of the company with all its assets according to law. Civil rights and bear civil liability independently. All the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 12 business purpose of the company: to meet the requirements of socialist market economy and under the guidance of national industrial policies Article 12 business purpose of the company: to build a world-class copper company with global competitiveness, give full play to its own advantages, strengthen technological transformation, improve product quality, develop high-tech and high-quality products, focus on its main business, Actively expand the market outside China; Adhere to safety and environmental protection, talent, resources, cost, technology and capital operation, actively explore foreign markets, take maximizing profits as the company’s goal, ensure the legitimate rights and interests of all shareholders, give priority to operation, and promote high-quality development; Maximize value and protect the legitimate rights and interests of all shareholders.
Get the best investment benefit.
Article 15 the issuance of shares of the company shall follow the principle of fairness and impartiality, and each share of the same class shall have the same rights. Article 15 the issuance of shares of the company shall follow the principle of openness, fairness and impartiality, and each share of the same class shall have 3 rights. Equal rights.
For the same class of shares issued at the same time, the issuance conditions and price of each share are the same; For shares of the same class approved by any unit or individual, the issuance conditions and price of each share are the same; The same price shall be paid per share for the shares subscribed by any unit or individual. For each share, the same price shall be paid.
Article 23 the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances: the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association:
(i) Reduce the registered capital of the company; (i) Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company; (2) merger with other companies holding shares of the company;
(3) to award shares to the employees of the company; (3) to use shares for employee stock ownership plan or equity incentive;
（4） Shareholders require the company to purchase its shares because they disagree with the resolution on merger and division made by the general meeting of shareholders; (4) shareholders require the company to purchase its shares because they disagree with the resolution on merger and division made by the general meeting of shareholders; (5) use the shares to convert the corporate bonds issued by the listed company into shares;
Except for the above circumstances, the company does not engage in the trading of shares of the company. （6） It is necessary for a listed company to safeguard its value and equity interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 a company may purchase its shares in one of the following ways: Article 24 a company may purchase its shares through public centralized trading, or through laws, regulations and (I) centralized bidding trading in stock exchanges; Other methods approved by the CSRC.
(2) the way of offer: where the company purchases the shares of the company in other ways approved by the CSRC due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association. The shares of the company shall be carried out through public centralized trading.
Preface original clause revised clause
number
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, the acquisition of the shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders;
A resolution shall be adopted by the general meeting of shareholders. After the company acquires the company’s shares in accordance with Article 23 due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition of the company’s shares in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders; In the case of items (2) and (4), the resolution of the meeting of the board of directors attended shall be transferred within 6 months.
Or log off. After the company purchases the shares of the company in accordance with Article 23 of the articles of association, it belongs to item (I), The company’s shares purchased by the company in accordance with item (3) of Article 23 will not exceed the issued shares of the company, and shall be cancelled within 10 days from the date of acquisition; it belongs to items (2) and (3) （4） In case of item, it shall be 5% of the total amount of 6 shares; the funds used for acquisition shall be paid out of the company’s after tax profits; the purchased shares shall be transferred or cancelled within one month; it belongs to item (3), (5) and (3) （6） In case of any of the above circumstances, the company shall transfer to the employees within a year. 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 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued prior to the issuance of shares by the company shall not be publicly issued within one year from the date when the company’s shares are listed and traded on the stock exchange. The shares issued prior to the issuance of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange. Can be transferred.
7 the directors, supervisors and senior managers of the company shall report to the company at the end of each year the shares of the company they hold The senior managers shall report to the company the shares of the company they hold (including advantages and their changes, the shares transferred each year during his tenure shall not exceed 25% of the total shares of the company held by him; the shares transferred each year during his tenure shall not exceed the shares of the same company held by him. They shall not be transferred within 1 year from the date of listing and trading of the company’s shares. Within half a year after the resignation of the above-mentioned personnel, one type of shares shall be transferred 25% of the total number of shares; The shares held by the company shall not be transferred or transferred within 1 year from the date of listing and trading of the company’s shares. Give Way. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Preface original clause revised clause
number
Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers 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:
(i) Determine the company’s business policy and investment plan; (i) Determine the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors not held by employee representatives, and decide on the report of relevant directors and supervisors. (2) elect and replace directors and supervisors not held by employee representatives, and decide on the remuneration of relevant directors and supervisors;
（3） Deliberating and approving the report of the board of directors; (3) deliberating and approving the report of the board of directors;
（4） Deliberating and approving the report of the board of supervisors; (4) deliberating and approving the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and final settlement plan; (5) review and approve the company’s annual financial budget plan and final settlement plan;
（6） Review and approve the company’s profit distribution plan and loss recovery plan; (6) review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital; (7) make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds; (8) make resolutions on the issuance of corporate bonds;
（9） The company’s merger, division, dissolution
