Securities code: Jiangsu Shagang Co.Ltd(002075) securities abbreviation: Jiangsu Shagang Co.Ltd(002075) Announcement No.: pro 2022009 Jiangsu Shagang Co.Ltd(002075)
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.
Jiangsu Shagang Co.Ltd(002075) (hereinafter referred to as “the company”) held the 16th meeting of the 7th board of directors on March 14, 2022, deliberated and adopted the proposal on Amending the articles of association.
In accordance with the latest provisions of relevant laws, administrative regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), and in combination with the actual situation of the company, the articles of association are revised, and the board of directors is authorized to handle matters related to industrial and commercial changes. The comparison before and after revision is as follows:
Before and 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 “company”) in accordance with the company law and other relevant provisions. Division “).
The company has been approved by Jiangsu Provincial Administration for Industry and commerce, by Jiangsu provincial market supervision and administration, and by Gaoxin zhangtong Co., Ltd. No. 03280004, It was changed and established by Gaoxin zhangtong Co., Ltd. Gaoxin zhangtong Co., Ltd. was changed and established by Jiangsi. Gaoxin zhangtong Co., Ltd. was approved by Jiangsu Provincial People’s government’s SZF [2001] No. 223 document on the reply of Jiangsu Provincial People’s government’s SZF [2001] No. 223 document on agreeing to the overall change and establishment of Gaoxin zhangtong Co., Ltd. and approved by Gaoxin zhangtong metal materials Co., Ltd, Gaoxin zhangtong metal material Co., Ltd. was changed and established as a whole according to law. Change the establishment as a whole according to law.
The company is registered with Jiangsu Provincial Administration for Industry and commerce, and the company is registered with Jiangsu provincial market supervision and Administration Bureau. It has obtained the business license and unified social credit Code: it has obtained the business license and unified social credit Code:
91320000734417390D。 91320000734417390D。
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except under any of the following circumstances:
Acquisition of the company’s shares: (I) reduction of the company’s registered capital;
(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 shares for employee stock ownership plan or equity incentive plan
(III) use shares for employee stock ownership plan or equity incentive;
Excitation; (IV) the shareholder requests the company to purchase its shares due to the merger of the company made by the general meeting of shareholders, (IV) the shareholder disagrees with the resolution on merger and division of the company made by the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares; (V) converting shares into convertible bonds issued by the company; (V) converting shares into convertible bonds issued by the company;
Corporate bonds of stocks; (VI) necessary for safeguarding the company’s value and shareholders’ rights and interests. (VI) necessary for safeguarding the company’s value and shareholders’ rights and interests. Except for the above circumstances, the company will not engage in the trading of the company’s shares. Article 24 the 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 medium public centralized trading, or other methods approved by the French Securities Regulatory Commission. And other methods approved by the CSRC.
Where the company acquires its shares due to the circumstances specified in Item (III) and (V) of Article 23 and (VI) of the articles of association and the circumstances specified in Item (III), (V) and (VI) of Article 24 of the articles of association, it shall purchase its shares through public centralized trading. The transaction shall be conducted through open centralized trading.
Article 25 Where the company purchases its shares under the circumstances specified in items (I) and (II) of Article 24 of the articles of association due to the circumstances specified in items (I) and (II) of Article 23 and Article 26 of the articles of association, it shall be resolved by the general meeting of shareholders; The company’s shares shall be subject to the resolution of the general meeting of shareholders; If the company’s shares are purchased due to the circumstances specified in items (III), (V) and (VI) of Article 23 and (III), (V) and (VI) of Article 24 of the articles of association, the company’s shares can be purchased according to the circumstances specified in item. If the company’s shares can be purchased according to the provisions of the articles of association or the authorization of the general meeting of shareholders, one-third of the provisions of the articles of association or the authorization of the general meeting of shareholders, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolutions of the board meeting attended by more than 2% of the directors.
If the company purchases the shares of the company in accordance with Article 23 and the company purchases the shares of the company in accordance with Article 24 of the articles of association, it shall be cancelled within 10 days after the acquisition of the shares of the company in accordance with item (I); Cancellation within 10 days from the date of acquisition under items (II) and (IV); In the case of items (II) and (II), it shall be transferred or cancelled within 6 months; In the case of item (IV), it shall be transferred within six months or cancelled if it belongs to items (III), (V) and (VI); In case of (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and the number of shares shall not exceed 10% of the total issued shares of the company, which shall be transferred or cancelled within 3 years.
And shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior managers of the company Article 30 the members of the company holding more than 5% of the shares and the shareholders holding more than 5% of the shares of the company shall sell the shares of the company or other shares of the nature of equity held by their shareholders, directors, supervisors and senior managers within 6 months from the date of purchase, Or if the securities are purchased within 6 months from the date of sale, the securities are sold within 6 months after the purchase, or the proceeds from the sale belong to the company, and the board of directors of the company purchases again within 6 months, the proceeds from the sale belong to the company, and the proceeds will be recovered. However, the board of directors of the company will recover the income of the securities company due to underwriting. However, if a securities selling company holds more than 5% of the shares after purchasing the remaining after-sales shares, the time limit of six months is not applicable to the holding of Baichu shares due to the purchase of the remaining shares after package sales. More than 5% of the shares, as well as other circumstances specified by the CSRC as directors, supervisors, senior managers and natural persons in the preceding paragraph. The shares held by a shareholder include the shares held by his spouse, parents, children, directors, supervisors, senior managers and natural women mentioned in the preceding paragraph and held in another person’s account, or the shares held by his shareholder or other securities with the nature of equity. If the company’s board of directors fails to execute the securities held by its spouse, parents and children, or if the shareholders use the shares or other equity held in other people’s accounts, they have the right to require the board of directors to execute them within 30 days. Securities of the nature 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 file a lawsuit directly to the people’s court in their own name for the benefit of the board of directors who fail to carry out the execution in accordance with the first paragraph of this article, and the shareholders have the right to require the board of directors to carry out the execution within 30 days. Company litigation. If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to bear joint and several liabilities for the company’s board of directors who fails to execute in accordance with the provisions of paragraph 1, take the interests of the company and directly report to the people’s court in their own name. Bring a lawsuit.
The board of directors of the company fails to implement the provisions of paragraph 1 of this article
The responsible directors shall be jointly and severally liable according to law.
Article 40 the general meeting of shareholders is the authority of the company. According to Article 41, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: exercise the following functions and powers according to law:
…… ……
（12） Review and approve the Guarantees specified in Article 41 (12) review and approve the items specified in Article 42 of the articles of Association; Guarantee matters;
（13） Review the purchase and sale of major assets by the company within one year (13) review the matters that the purchase and sale of major assets by the company within one year exceeds 10% of the company’s latest audited total assets and exceeds 10% of the company’s latest audited total assets; 30. Other matters;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds; （15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan; （16） Make a resolution to acquire the shares of the company due to the circumstances specified in Item (I) and item (II) (16) of Article 23 to review laws, administrative regulations, departmental rules or item; (XVII) other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of Association (XVII) review laws, administrative regulations, departmental rules or items. Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association, and the functions and powers of the above general meeting of shareholders shall not be authorized by the directors in the form of authorization. The Council or other institutions and individuals shall exercise on their behalf.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals through authorization. Article 41 the external guarantee of the company shall be obtained. Article 42 the guarantee provided by the company shall not only be approved by more than two-thirds of the directors present at the meeting of the board of directors and approved by more than half of the directors, but also be approved by more than two-thirds of all the independent directors present. More than two-thirds of the directors at the board meeting deliberated and approved the following external guarantee acts of the company, which shall be deliberated and resolved by the general meeting of shareholders and disclosed to the public in a timely manner.
Pass. If the guarantee provided by the company falls into one of the following circumstances, it shall also be (I) the external guarantee of the company and its holding subsidiaries shall be submitted to the general meeting of shareholders for deliberation after the deliberation and approval of the board of directors: the total guarantee amount exceeds the latest audited net assets of the company (I) any guarantee provided after the single guarantee amount exceeds 50% of the latest audited net assets of the company; 10% of net assets;
(II) the total amount of external guarantees provided by the company reaches or exceeds 30% of the total audited assets of the company and its holding subsidiaries in the latest period, and exceeds 100% of the net assets of the company in the latest period; Any guarantee provided after 50%;
(III) provide guarantee for the guarantee object with asset liability ratio exceeding 70% (III) guarantee provided by the company and its holding subsidiaries; The total amount exceeds (IV) percent of the company’s total assets audited in the latest period. Any guarantee provided after the amount of a single guarantee exceeds 30% of the net assets audited in the latest period;
Guarantee of 10% of the property; (IV) the latest financial statement data of the guaranteed object shows that (V) the asset liability ratio provided to shareholders, actual controllers and their related parties exceeds 70%;
Guarantee. (V) without the approval of the board of directors or the general meeting of shareholders, the company shall not provide guarantee for 3% of the company’s total assets audited in the latest period. X;
