Securities code: Ningxia Baofeng Energy Group Co.Ltd(600989) securities abbreviation: Ningxia Baofeng Energy Group Co.Ltd(600989) Announcement No.: 2022012 Ningxia Baofeng Energy Group Co.Ltd(600989)
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.
According to the guidelines for the articles of association of listed companies (revised in 2022) newly revised by the CSRC and the actual situation of the company, Ningxia Baofeng Energy Group Co.Ltd(600989) (hereinafter referred to as “the company”) plans to amend the relevant provisions of the articles of association. The company held the 16th meeting of the third board of directors on March 9, 2022, deliberated and adopted the proposal on Amending the articles of association, and submitted to the general meeting of shareholders to authorize the company’s operation and management to handle the industrial and commercial registration after the amendment of the articles of association, which needs to be submitted to the general meeting of shareholders for deliberation. The specific amendments are as follows:
Reasons for modifying the original terms
Article 11 The term “senior management” as mentioned in the articles of association Article 11 The term “other senior personnel of listed companies” as mentioned in the articles of association refers to the president, vice president and management personnel of the company, and refers to the company’s vice president and directors’ guidance (2022 chief financial officer and Secretary of the board of directors. Secretary of the board of directors and chief financial officer. Revised in)
– Article 12 the company shall establish the guidelines for the organization and process of the Communist Party of China in accordance with the provisions of the Charter and articles of association of listed companies of the Communist Party of China (2022 to carry out party activities. The company is a party organization revised in)
Provide necessary conditions for activities.
Article 14 the company shall, in accordance with the market orientation and based on the guidelines for listed companies according to their own ability and the needs of business development (2022, the business scope can be adjusted and revised in 2014)
Reasons for modifying the original terms
The establishment of branches inside and outside China shall be subject to the approval of the company registration authority and the registration of changes in industry and commerce. Article 39 The shareholders of the company shall undertake the following article 39 The shareholders of the company shall undertake the following chapter obligations of listed companies: Obligations: process guidelines (2022 (I) compliance with laws, administrative regulations and this (I) compliance with laws, administrative regulations and this year’s Revision)
constitution; constitution;
(II) according to its subscribed shares and shares (II) according to its subscribed shares and shares
Pay the share capital in the form of; Pay the share capital in the form of;
(III) except as provided by laws and regulations (III) except as provided by laws and regulations
No withdrawal of shares is allowed; No withdrawal of shares is allowed;
(IV) not abusing shareholders’ rights to damage the company; (IV) not abusing shareholders’ rights to damage the interests of the company or other shareholders; Not abuse the interests of the company or other shareholders; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the interests of the company’s creditors; Liability damages the interests of creditors of the company; If the shareholders of the company abuse the rights of shareholders and cause losses to the company or (V) other shareholders of laws, administrative regulations and these articles of association, they shall bear other obligations in accordance with the provisions.
The law assumes liability for compensation. The shareholders of the company abuse their rights to the company or
Where a shareholder of a company abuses the independent status of the company as a legal person and causes losses to other shareholders, he shall evade debts and bear compensation liability in strict accordance with the law in accordance with the limited liability of shareholders. If the interests of the creditors of the company are seriously damaged, the shareholders of the company shall abuse the independent status of the legal person of the company
Be jointly and severally liable for the company’s debts. And limited liability of shareholders, evasion of debt, strict
(V) where laws, administrative regulations and the articles of association seriously damage the interests of creditors of the company, they shall
Specify other obligations to be undertaken. Be jointly and severally liable for the company’s debts.
Article 42 the general meeting of shareholders is the authority of the company. It exercises the following functions and powers according to law: authority, exercise the following functions and powers according to law: process guidance (2022)
Reasons for modifying the original terms
(revised in)
（14） Review the equity incentive plan; （14） Review the equity incentive plan and members
… employee stock ownership plan;
……
Article 43 the following external guarantees of the company Article 43 the following external guarantees of the company shall be subject to the deliberation and approval of the board of directors, and the subsequent acts shall be subject to the deliberation and approval of the general meeting of shareholders. Process guidelines (2022 submitted to the general meeting of shareholders for deliberation and approval. (I) the company and its controlling subsidiaries revised in)
(I) the total amount of external guarantee of the company and its holding subsidiaries exceeds the total amount of external guarantee of the latest pair of “external guarantee” companies, The definition provided after reaching or exceeding 50% of the audited net assets of the company in the latest period is moved to any guarantee of more than 50% of the audited net assets of the company; any guarantee provided after the company’s external guarantee management; (II) the total amount of external guarantee of the company, ultra reasonable system.
(II) any guarantee provided after the total amount of external guarantee of the company reaches 30% of the latest audited total assets or exceeds the latest audited total assets;
Any guarantee provided after 30% of; (III) the guaranteed amount of the company within one year exceeds
(III) it refers to the latest audited total assets of the company with an asset liability ratio of more than 70%
The guarantee provided by the guarantee object; 30% guarantee;
(IV) if the amount of a single guarantee exceeds the latest period (IV), the asset liability ratio exceeds 70%
Guarantee of 10% of audited net assets; The guarantee provided by the guarantee object;
(V) the amount of guarantee for shareholders, actual controllers and their (V) single guarantee exceeds the latest period
Guarantees provided by related parties; Guarantee of 10% of audited net assets;
(VI) securities trading in the place where the company’s shares are listed (VI) other guarantees for shareholders, actual controllers and their subsidiaries and the articles of association.
Guarantees provided by related parties; The “external guarantee” mentioned in the articles of association refers to the guarantee provided by the securities trading department of the place where the company’s shares are listed for others, including other guarantees provided by the company to the company and the articles of association. Guarantee of its holding subsidiaries. The “total external guarantee of the company and its holding subsidiaries”
Reasons for modifying the original terms
“Amount” refers to the sum of the company’s total external guarantees, including the company’s guarantees to its holding subsidiaries, and the total external guarantees of the company’s holding subsidiaries. Article 51 the board of supervisors or shareholders shall decide on Article 51 the board of supervisors or shareholders shall notify the board of directors and the board of directors of the place where the company is located in 2022, and revise it to Shanghai Securities Exchange in 2022 The local offices of the CSRC and the Shanghai Stock Exchange shall be put on record.
For the record of the exchange. Before the announcement of the resolution of the general meeting of shareholders
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
The shareholding ratio of East China shall not be less than 10%. The board of supervisors or the convening shareholders shall issue the shareholders’ notice
When issuing the notice of the general meeting of shareholders, the announcement of the resolution of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit the relevant local offices of the CSRC and the supporting materials to the Shanghai Stock Exchange. The Shanghai Stock Exchange shall submit relevant supporting materials. In addition, the convening shareholders shall apply to the Shanghai stock exchange for locking all or part of their shares during the above-mentioned period before issuing the notice of the general meeting of shareholders.
Article 52 during the shareholders’ general meeting – Guidelines for the abnormal progress of the meeting due to emergencies in the chapter of listed companies (if the meeting is held in 2022, the convener shall immediately revise it to Shanghai annual meeting)
The stock exchange shall report, explain the reasons and disclose the relevant information related to the re disclosure of other terms. complex
Article 58 the notice of the general meeting of shareholders includes Article 57 the notice of the general meeting of shareholders includes the following contents: including the following contents: process guidance (2022)
Reasons for modifying the original terms
(revised in)
(V) name and telephone of permanent contact for conference affairs (V) name and telephone of permanent contact for conference affairs
Phone number. Phone number.
… (VI) voting by network or other means
The general meeting of shareholders adopts network or other methods and voting procedures. The notice of the general meeting of shareholders shall clearly specify the voting time and voting procedures of the general meeting of shareholders by network or other means. The network of the general meeting of shareholders or its start time shall not be earlier than the start time of voting by other means of shareholders on site, not earlier than 3:00 p.m. of the day before the meeting, not later than 3:00 a.m. of the day before the meeting, not later than 9:30 a.m. of the day when the meeting is held, and its end time shall not be earlier than 9:30 a.m. of the day when the meeting is held, The closing time is 3:00 p.m. on the day when the general meeting of shareholders ends. Not earlier than 3:00 p.m. on the day when the on-site general meeting ends Article 80 the following matters shall be approved by the general meeting of shareholders Article 79 the following matters shall be approved by special resolution in the chapter of listed companies of the general meeting of shareholders: guidelines for the adoption of special resolution by the general meeting of shareholders (revised in 2022)
(II) division, merger and dissolution of the company (II) division, division, merger
And liquidation or change of corporate form; Dissolution and liquidation or change of company form;
…… ……
Article 81 shareholders (including shareholders’ proxy Article 80 shareholders (including shareholders’ proxy chapter of listed companies) shall exercise their voting rights with the number of 2022 shares, exercise their voting rights with the number of shares, and each share shall enjoy the age of the year)
Have one vote. Have one vote.
Reasons for modifying the original terms
When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, and when the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The votes shall be counted separately when the votes are counted separately. Separate counting and settlement
The results shall be disclosed in a timely manner. The results shall be disclosed in a timely manner.
The company’s shares held by the company have no voting rights, and these shares are not included in the attending equity, and these shares are not included in the total number of voting shares attending the general meeting of shareholders. The total number of voting shares of the general assembly. The board of directors, independent directors, shareholders who hold 1% of the voting shares of the company by shareholders, or in accordance with the provisions of paragraph 1 of Article 63 of the securities law, laws, administrative regulations or paragraph 2 of the securities law of the State Council, After the purchase of the shares of the investment part set up in excess of the specified proportion, the 36 investor protection institutions may act as solicitors, and shall not exercise the voting rights within months, and shall not be included in the number of shareholders of the listed company publicly requested by the general affairs institution of shares that has the right to vote at the general meeting of shareholders on its own or entrusted securities companies and securities services. Entrust him to attend the shareholders’ meeting on his behalf, and hold 1% on behalf of the board of directors and independent directors
