Securities code: Spic Dongfang Energy Corporation(000958) securities abbreviation: Spic Dongfang Energy Corporation(000958) Announcement No.: 2022013 Spic Dongfang Energy Corporation(000958) announcement on proposed change of company name, securities abbreviation and amendment of 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.
On February 28, 2022, Spic Dongfang Energy Corporation(000958) (hereinafter referred to as "the company") held the 37th meeting of the sixth board of directors, which deliberated and adopted the proposal on the change of the company's name and the proposal on Amending the articles of association of the company. These proposals need to be deliberated and approved by the general meeting of shareholders of the company. The main contents are as follows:
1、 Changes in company name and securities abbreviation
1. It is proposed to change the Chinese name of the company from " Spic Dongfang Energy Corporation(000958) " to "State Power Investment Group Industrial Finance Holding Co., Ltd. (the final registration shall be subject to the market supervision and Administration Bureau);
2. It is proposed to change the English name of the company from "spic Dongfang new energy corporation" to "spic Industry Finance Holdings Co., Ltd;
3. It is proposed to change the abbreviation of the company's securities from " Spic Dongfang Energy Corporation(000958) " to "electric finance", and the securities code will remain unchanged. The change of the company's securities abbreviation needs to be reviewed by Shenzhen Stock Exchange.
4. Reasons for the change of company name
Since the asset restructuring was completed at the end of 2019, the company has been operating in the dual main business mode of "energy + finance". According to the relevant provisions of 4.3 company name change in the guidelines for self discipline supervision of listed companies No. 1 - business handling of Shenzhen Stock Exchange, the relevant indicators of the company's business have met the conditions for name change. In order to truly reflect the parallel reality of the company's dual main businesses and deepen the "combination of industry and finance", the company's name is proposed to be changed to "national power investment group industry and Finance Holding Co., Ltd." (hereinafter referred to as "power investment and finance"). The company will closely focus on the main line of the development of the energy industry, promote the mutual promotion and integration of the energy industry and financial capital, achieve high-quality development, build an industrial and financial development platform for central energy enterprises, deepen the energy industry and contribute to green development.
2、 Amendment of the articles of Association
In order to implement the relevant requirements of the regulatory system issued by the CSRC and the Shenzhen Stock Exchange after integration and improvement in January 2022, according to the company law, the guidelines for the articles of association of listed companies, the rules for the general meeting of shareholders of listed companies, the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies In accordance with the provisions of relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange's stock listing rules, the guidelines for the self regulation and supervision of listed companies No. 1 - standardized operation of listed companies on the main board, comprehensively consider the relevant provisions such as the construction of the rule of law and corporate governance, and revise the relevant provisions of the articles of association in combination with the company's proposed change of company name and other actual conditions. See the annex for the comparison table before and after revision.
In addition to the above articles, the contents of other articles in the articles of association remain unchanged, and the number of chapters and articles before and after revision remain unchanged. The serial numbers of other articles and quoted articles in the articles of association will be adjusted accordingly due to the new articles.
The amendment of the articles of association of the company must be submitted to the general meeting of shareholders for deliberation and approval in the form of special resolution. In order to ensure the smooth implementation of the follow-up work, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors and relevant personnel of the company to handle the filing of the articles of association and other matters. 3、 Documents for future reference
1. Resolution of the 37th meeting of the 6th board of directors of the company
2. Articles of Association (to be revised in 2022)
Annex: Spic Dongfang Energy Corporation(000958) comparison table before and after the amendment of the articles of Association
It is hereby announced.
Spic Dongfang Energy Corporation(000958) board of directors February 28, 2022
enclosure:
Spic Dongfang Energy Corporation(000958) comparison table before and after revision of the articles of Association
Serial number before revision after revision
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "joint stock limited company established in accordance with relevant provisions (hereinafter referred to as the company"). The company is incorporated by the people's Government of Hebei Province (hereinafter referred to as "the company"). The company was approved by the Hebei Provincial People's 1 Leading Group Office Ji Gu ban [1998] No. 45 document, and was established in the form of initiation with the approval of the government joint-stock leading group office Ji Gu ban Approved by document [1998] No. 45, it is registered in Shijiazhuang Administration for Industry and Commerce by way of initiation. Registered with Shijiazhuang market supervision and Administration Bureau, obtained business license, unified social credit Code: registered, obtained business license, unified social credit 911 Dalian Demaishi Precision Technology Co.Ltd(301007) 00714215x. Code: 911 Dalian Demaishi Precision Technology Co.Ltd(301007) 00714215x.
Article 4 registered name of the company: Article 4 registered name of the company:
Full Chinese Name: State Power Investment Group Dongfang new energy Co., Ltd. full Chinese Name: State Power Investment Group Industrial Finance Holding Co., Ltd. 2 Co., Ltd
Full English Name: spic Dongfang new energy full English Name: spic Industry Finance Corporation Holdings Co., Ltd
Article 10 according to the articles of association of the Communist Party of China, Article 12 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, and the Party committee plays a leading role. The Party committee plays a leading role in guiding the direction and managing the overall situation, and the direction, managing the overall situation and ensuring the implementation. The company shall establish the working organization of the party to coordinate and promote the implementation. The company shall establish a party working organization, prepare a sufficient number of party affairs staff, ensure the party organization, allocate a sufficient number of party affairs staff and ensure the working funds. Funding for the work of Party organizations.
Article 13 the employees of the company shall organize the trade union in accordance with the trade union law of the people's Republic of China, carry out trade union 4 activities and safeguard the legitimate rights and interests of employees; Take the workers' Congress as the basic form, and implement the open and democratic management of enterprise affairs.
The company provides necessary activity conditions for the labor union of the company.
Article 11 the company shall establish and improve major decision-making and evaluation
Supporting facilities such as duty performance records of decision-making matters and determination of decision-making faults
5 system, refine the list of various operation and investment responsibilities, and clarify
Job responsibilities and performance procedures, and continuously improve the operation and investment
Standardized and scientific level of responsibility management.
Article 13 the other senior managers mentioned in the articles of association Article 11 the other senior managers 6 mentioned in the articles of association refer to the deputy manager, the Secretary of the board of directors and the financial manager of the company, and refer to the deputy general manager and the person in charge of finance of the company. Principal and Secretary of the board of directors.
Article 14 the business purpose of the company is to ensure industrial production. Article 14 the business purpose of the company is to ensure industrial production, facilitate people's life and improve environmental quality; Revitalize the stock through industrial production, facilitate people's lives, improve environmental quality, production and operation and capital operation; Through production and operation and capital operation, optimize the capital structure, realize the interests of shareholders and social segments, revitalize the stock assets and optimize the capital structure, which will maximize the benefits. Maximize the interests of shareholders and social benefits; The purpose is to realize the combination of industry and finance, the development of service industry and strengthen the intensive management of financial resources.
Article 20 the promoters of the company are Shijiazhuang Dongfang thermal Group Co., Ltd. Article 20 the promoters of the company are Shijiazhuang Dongdian Gas Group Co., Ltd. (hereinafter referred to as "group company") fangthermoelectric Gas Group Co., Ltd. and Shijiazhuang medical group Co., Ltd
）, Shijiazhuang Pharmaceutical and medicinal materials Co., Ltd. (hereinafter referred to as pharmaceutical and medicinal materials Co., Ltd., Shijiazhuang Tiantong tractor "medicinal materials company"), Shijiazhuang Tiantong tractor Co., Ltd., Hebei Minglu Garment Group Co., Ltd., Hebei Minglu Garment Group Co., Ltd., Shijia Co., Ltd Shijiazhuang Jingang internal combustion engine parts Jizhuang Jingang internal combustion engine parts Group Co., Ltd; Group Group Co., Ltd.
In August 1998, the company invested 1925905 million yuan in net assets
According to the share conversion ratio of 69.24%, it is converted into 133.35 million shares
The company recognized in cash 722100 yuan in August 1998
Purchase 500000 shares.
Article 23 according to the needs of operation and development of the company Article 23 according to the needs of operation and development, according to the provisions of laws and regulations, according to the needs of the general meeting of shareholders and according to the provisions of laws and regulations, the company can increase its capital in the following ways, and the general meeting of shareholders can make resolutions respectively, Capital can be increased in the following ways:
(I) public offering of shares; (I) public offering of shares;
9 (II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) laws and administrative regulations, as well as the laws and administrative regulations of the CSRC and other methods approved by the CSRC. Other methods approved by the Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 25 under the following circumstances, the company may not purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association in accordance with Article 25. However, unless there is one of the following circumstances, the company's shares shall be purchased:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company; Merger;
(III) award shares to the employees of the company; (III) use the shares for the employee stock ownership plan or 10 (IV) shareholders' equity incentive for the merger of the company made to the general meeting of shareholders;
I. dissent from the division resolution and require the company to acquire its shares (IV) shareholders' objection to the company's decision made by the general meeting of shareholders. Dissenting from the resolution of merger or division and requiring the company to accept its shares. Except for the above circumstances, the company will not buy or sell its shares.
Share your activities. (V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Article 26 when a company purchases its own shares, it may choose one of the following methods: public centralized trading or (I) centralized bidding trading at the stock exchange; 11 (II) offer method approved by laws, administrative regulations and CSRC;
