Securities code: 300712 securities abbreviation: Fujian Yongfu Power Engineering Co.Ltd(300712) Announcement No.: 2021-131 Fujian Yongfu Power Engineering Co.Ltd(300712)
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.
Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as "the company") convened the second meeting of the third board of directors on December 14, 2021, and deliberated and adopted the revised
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The motion of the. In accordance with the provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, some provisions of the Fujian Yongfu Power Engineering Co.Ltd(300712) articles of Association (hereinafter referred to as the "articles of association") are modified, with the specific contents as follows:
The contents of the original articles of association are now revised
(modified)
In accordance with the provisions of the articles of association of the Communist Party of China, the company establishes Article 11, adds a new Communist Party organization and carries out party activities. The company provides necessary conditions for the activities of the party organization.
The business purpose of the company is: in accordance with the company law and the company's business purpose: in accordance with the company law and relevant regulations, operate in accordance with the law and standardize the operation, take "for relevant regulations, operate in accordance with the law and standardize the operation, take" let the society create high-quality products, create value for shareholders, and make electric power cleaner and smarter for employees "as the mission, and uphold Article 12 to create happiness for workers", Adhering to the core values of "people-oriented," customer first, innovation and win-win ", the core values of" honest service, continuous pursuit and harmonious progress ", strive to realize the enterprise vision of" becoming an internationally famous power energy value and "innovation driven source comprehensive service provider".
The strategic goal of "international well-known power engineering company".
Under the following circumstances, the company may receive the company's shares 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 and regulations:
(I) reduce the registered capital of the company in accordance with the provisions of political and legal regulations, departmental rules and the articles of Association;
Purchase shares of the company: (2) cooperate with other companies holding shares of the company; (I) reduce the registered capital of the company; And;
Article 23 (2) cooperate with other companies holding shares of the company (3) use shares for employee stock ownership plan or share merger incentive;
（3） Reward shares to the employees of the company; (IV) shareholders who disagree with the company's merger and division resolution made at the general meeting of shareholders; (IV) shareholders who disagree with the company's merger and division resolution made at the general meeting of shareholders and require the company to purchase its shares.
Of shares. （5） Converting shares into convertible corporate bonds issued by listed companies;
（6） In order to safeguard the company's value and shareholders' rights and interests
Required.
The company is due to items (I) and (II) of paragraph 1 of this article
Where a company purchases shares of the company for the reasons specified in item, it shall be approved by the company
Resolution of the general assembly. The company is due to paragraph 1 (3) of this article
Circumstances specified in item, item (5) and item (6)
In case of purchasing the shares of the company, it may be in accordance with the company's chapter
The provisions of the procedure or the authorization of the general meeting of shareholders shall be approved by three-thirds
Resolutions of the board meeting attended by more than two directors. If the company purchases its shares for the reasons specified in Item (I) of paragraph 1 of this article and item (II) of Article 26 of this article in accordance with Item 1 of this article, it shall be subject to the resolution of the general meeting in Item (I) after the acquisition of its shares. The company shall be cancelled within 10 days from the date of acquisition due to form (3) of paragraph 1 of this article; if the circumstances specified in items (2), (5) and (6) belong to the circumstances specified in items (2) and (4), the shares of the company may be transferred or cancelled within six months in accordance with the articles of Association; if the circumstances specified in Item (2), (5) and (6) belong to the circumstances specified in items (2) and (4), the shares of the company may be transferred or cancelled within six months in accordance with the articles of Association; the provisions specified in Item (2) or the authorization of the general meeting of （3） In the case of a resolution adopted at a meeting of the board of directors attended by more than two directors in paragraph, paragraph (5) and paragraph (6), if the total number of shares of the company held by the company does not exceed 10% of the total issued shares of the company after the company purchases more than 100% of the total issued shares of the company in accordance with paragraph 1 of this article, which belongs to the situation in paragraph (I), And shall be transferred or cancelled within three years. Cancellation within 10 days from the date of acquisition; (II) the company is due to items (I) to (II) of Article 23 of the articles of association In the case of item (4), the shares of the company shall be transferred or cancelled within six months if they are purchased for the reason of item (3); in the case of items (3) and (6), the shareholders' meeting shall adopt a resolution. In the case of items (5) and (6), after the company purchases the shares of the company in accordance with the provisions of Article 3, the number of shares of the company calculated to be held by item (1) shall not exceed that of the company Under the circumstances specified in paragraph, 10% of the total issued shares of the company shall be cancelled within days from the date of acquisition; If it belongs to items (2) and (4), it shall be transferred or cancelled within three years.
Under such circumstances, it shall be transferred or noted within 6 months
Pin.
The company shall collect in accordance with item (3) of Article 23
The purchased shares of the company will not exceed the issued shares of the company
5% of the total shares of the bank; The funds used for the acquisition shall
From the company's after tax profits; Shares acquired
Copies shall be transferred to employees within one year.
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 company shall not transfer within 1 year from the date of public offering. The shares issued before the company's public offering 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, and shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange. Give Way.
Article 28 the controlling shareholder and the actual controller shall not transfer or entrust others to manage the issuer's shares held by them within 36 months from the date of the company's stock market held by the company's shareholders before the company's public offering of shares, and within 36 months from the date of the company's stock listing, Nor shall they transfer or entrust others to manage their shares or the company to repurchase their shares. The company's shares indirectly held shall not be proposed to be repurchased by the company's directors, supervisors and senior managers.
The company shall report the shares held by the company and the changes of its directors, supervisors and senior managers to the company. For the shares transferred every year during the term of office, the company shall report the shares held by the company and the changes that shall not exceed the total number of shares held by the company. The shares transferred every year during the term of office shall be 25%; The shares held by the company shall not be transferred within 3 years from the date of trading when the company's shares are listed and shall not exceed the total number of shares held by the company. 25% of the above personnel; The shares held by the company shall not be transferred within half a year after the company's shares are listed and resigned, and shall not be transferred within 3 years from the date of this transaction. The above person shares in the company. The company's shares held by him shall not be transferred within half a year after his resignation.
The company's directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares or other equity securities within 6 months after purchase, or sell the securities within 6 months after purchase, Or if the seller buys again within 6 months after the sale, and buys again within 6 months after the proceeds, the proceeds therefrom shall belong to the company. Article 29 the proceeds shall belong to the company, the board of directors of the company shall take back the ownership of its company, and the board of directors of the company shall take back the proceeds. However, securities companies gain from the purchase of underwriting. However, if a securities company holds more than 5% of the shares due to the sale of the remaining shares after the exclusive purchase, and the remaining shares hold more than 5%, the sale of the shares is not subject to the time limit of 6 months. Shares are not subject to the six-month time limit, except under other circumstances prescribed by the securities regulatory authority under the State Council.
Shareholders who hold more than 5% of the company's voting shares and more than 5% of the company's voting shares pledge their shares. Article 38 If they pledge their shares, they shall take the initiative to inform the company of the fact and make a written report to the company on the date of the fact. The board of directors, and cooperate with the company to fulfill the obligation of information disclosure.
The general meeting of shareholders is the power organ of the company, and the general meeting of shareholders is the power organ of the company according to law. It exercises the following functions and powers according to law:
Article 40
（15） Review the equity incentive plan; (15) review the equity incentive plan and employee stock ownership plan;
……
Article 41 the company's external guarantee must be approved by the company's external guarantee (refer to the listed board of directors or the general meeting of shareholders)
