Securities code: Tianjin Binhai Energy & Development Co.Ltd(000695) securities abbreviation Tianjin Binhai Energy & Development Co.Ltd(000695) Announcement No.: 2022022 Tianjin Binhai Energy & Development Co.Ltd(000695)
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.
Tianjin Binhai Energy & Development Co.Ltd(000695) (hereinafter referred to as "the company") held the 15th meeting of the 10th board of directors on March 11, 2022. The proposal on changing the company's business scope and amending the articles of association was deliberated and adopted. The proposal needs to be submitted to the general meeting of shareholders for deliberation and passed by a special resolution of the general meeting of shareholders. Relevant matters are hereby announced as follows:
1、 Revise the business scope of the company in the articles of Association
According to the actual business needs of the company and the requirements of relevant business scope specifications, the company plans to change the business scope. The details are as follows:
Before change: production and sales of heat, electricity, power generation, gas, tap water and the above system equipment and spare parts; Engineering maintenance services and technical consulting services of the above systems. Rental of self owned houses, rental of mechanical equipment, and use of ash to make ash bricks. Enterprise management services and providing labor services for enterprises. Packaging and decoration prints; Radio and television program production; Film production and distribution; Performance management; Advertising; Cultural brokerage agency; Copyright, script and artwork sales; Research, development and sales of educational information consultation, teaching equipment and teaching software; Internet information services; Production, reproduction and distribution of electronic publications and audio-visual products; Exhibition; Art appraisal, evaluation and auction; Art sales.
After change: pulp sales; Paper products manufacturing; Sales of paper products; Ink sales (excluding hazardous chemicals); Sales of metal materials; Sales of chemical products (excluding licensed chemical products); Sales of eco-environmental materials; Packaging services; Sales of renewable resources; Sales of packaging materials and products; Printing of packaging and decoration printing materials; Print binding services; Printing of documents, materials and other printed materials; Digital content production services (excluding publishing and distribution); Sales of Arts and crafts and etiquette supplies (except ivory and its products); Supply chain management services; Internet information services; Technical service, technical development and technical consultation; Rental of self owned houses; Enterprise management consulting; Labor services (excluding labor dispatch); Art agency; Information consulting services (excluding licensed information consulting services); Import and export of goods.
The change of the company's business scope shall be approved by the industrial and commercial department, and the final items within the business scope shall be subject to the approval and registration of the industrial and commercial department.
2、 Amendments to the articles of Association
In addition to changing the business scope, in accordance with the provisions of the company law, the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of Shenzhen Stock Exchange (revised in 2022), relevant laws, regulations and normative documents, the company plans to amend the relevant provisions in the current articles of association. The specific amendments are as follows:
Before and after modification
Article 9 the company shall establish the organization of the Communist Party of China, establish the working organization of the party and allocate party affairs workers in accordance with the provisions of the party constitution. Article 9 the company shall establish working personnel in accordance with the provisions of the articles of association of the Communist Party of China. The establishment of the party organization and staffing of the company shall be incorporated into the organization of the Communist Party of China and carry out party activities. The company provides necessary conditions for the active management organization and staffing of the party organization, and ensures the normal operation of the party organization of the company. Requirements for carrying out the work. Article 14 after registration according to law, the business scope of the company is production. Article 14 after registration according to law, the business scope of the company is pulp sales, sales of heat, electricity, power generation, gas, tap water and the above sales; Paper products manufacturing; Sales of paper products; Ink sales (excluding system equipment and spare parts; engineering maintenance services of the above systems; hazardous chemicals); Sales of metal materials; Sales of chemical products (excluding
Before and after modification
And its technical advisory services. Rental of self owned houses and mechanical equipment (including licensed chemical products); Sales of eco-environmental materials; Package, lease and use ash to make ash bricks. Enterprise management and service; Sales of renewable resources; Sales of packaging materials and products; Contract enterprises to provide labor services. Packaging and decoration prints; Printing of radio electrical decoration prints; Print binding services; Production of documents and video programs; Film production and distribution; Performance management; Wide information and other printed materials; Digital content production services (without publication; cultural brokerage agency; copyright, script and artwork, including publication and distribution); Sales of Arts and crafts products and etiquette supplies (such as sales; except for teeth and their products of educational information consultation, teaching equipment and teaching software); Supply chain management services; Research, development and sales of Internet information; Internet information services; Electronic publications and information services; Technical service, technical development and technical consultation; Production, reproduction and distribution of self owned audio-visual products; Exhibition; Art house rental; Enterprise management consulting; Labor services (excluding identification, evaluation and auction of labor products; art sales and dispatch); Art agency; Information consulting services (excluding licensed information consulting services); Import and export of goods. (subject to the final approval of industrial and commercial registration)
Article 24 under the following circumstances, the company can buy back the shares of the company through the procedures specified in the articles of association, the procedures approved by the relevant competent authorities of the state and the approval of the relevant competent authorities of the state. Under the following circumstances, the company can buy back the shares of the company: it can buy back the shares of the company:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company;
(III) use the shares to reward the employees of the company; (III) use shares to reward the employees of the company. (IV) company merger, division or equity incentive made by shareholders for the general meeting of shareholders;
The company is required to purchase its shares if the company raises an objection. (IV) a shareholder requests the company to purchase its shares because he disagrees with the resolution made by the general meeting of shareholders on the merger and division of the company (V) the conversion of shares issued by a listed company.
Corporate bonds that are shares; (V) use the shares to convert the corporate bonds issued by the listed company into (VI) the shares issued by the listed company to safeguard the company's value and shareholders' rights and interests;
Required.
(VI) it is necessary for a listed company to safeguard its value and shareholders' rights and interests. Except for the above circumstances, the company does not need to buy or sell its own shares.
Share your activities. Except for the above circumstances, the company will not buy or sell its shares.
Article 25 a company may purchase its own shares through Article 25. The company may purchase its own shares through public centralized trading, or through laws, regulations and China open centralized trading, or through laws, regulations, administrative regulations and other methods recognized by the CSRC. Other methods approved by the CSRC.
If the company purchases its own shares under the circumstances specified in items (V) and (VI) due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall purchase its own shares through public centralized trading. If the shares are purchased through public centralized trading, it shall be carried out through public centralized trading. conduct.
Before and after modification
Article 30 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company and the shareholders holding more than 5% of the shares of the company shall sell the shares of the company held by the directors, supervisors and senior managers within six months after the purchase, Or buy stocks or other securities with equity nature within six months after the purchase, and the resulting income belongs to the company. Sell them within six months or buy them within six months after the sale, and the board of directors of the company will recover the income. However, this income belongs to the company, and the board of directors of the company will recover 5% of the income held by the securities company due to the underwriting and purchase of after-sales surplus shares. However, if a securities company has the remaining shares after the purchase package sale, the sale of the shares is not subject to the six-month time limit. If the board of directors of the company sells the remaining shares and holds more than 5% of the shares, and fails to implement the provisions of the preceding paragraph, the shareholders are not subject to the time limit of six months, and have the right to require the board of directors to implement within 30 days as stipulated by the CSRC. Except under other circumstances of the board of directors of the company. If the execution is not carried out within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company. If the directors, supervisors, senior managers and the board of directors of a natural person share company referred to in the preceding paragraph fail to comply with the provisions of paragraph 1, the shares or other equity securities held by Dongdong, including the responsible directors, shall bear joint and several liability according to law. Including stocks or other equity securities held by their spouses, parents and children and held in other people's accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 43 the general meeting of shareholders is the authority of the company. According to Article 43, 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;
(II) elect and replace directors not held by employee representatives, (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors; To decide on matters related to the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget plan and decision (V) review and approve the company's annual financial budget plan and final settlement plan; Programme;
(VI) review and approve the company's profit distribution plan and loss recovery plan (VI) review and approve the company's profit distribution plan and loss recovery plan; Programme;
(VII) make resolutions on the increase or decrease of the company's registered capital; (VII) make resolutions on the increase or decrease of the company's registered capital; (VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
Before and after modification
(IX) make resolutions on the merger, division, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions in the form of a company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms by the company; Discussion;
（12） Deliberating the issuance of voting shares on behalf of the company (12) deliberating the proposal of shareholders who issue more than 3% of the total number of voting shares on behalf of the company; The proposal of more than 3% of the shareholders;
（13） Review and approve the guarantee matters specified in Article 44; （13） Review and approve the guarantee matters specified in Article 44; （14） Review the purchase and sale of major assets by the company within one year (14) review the purchase and sale of major assets by the company within one year that exceed 30% of the company's latest audited total assets; Events exceeding 30% of the company's total audited assets in the latest period; （15） Review and approve the change of the purpose of the raised funds; （
