Tangshan Jidong Equipment And Engineering Co.Ltd(000856) articles of Association
Amendment
(to be reviewed and approved by the company's 2021 annual general meeting of shareholders)
In January 2022, China Securities Regulatory Commission revised the guidelines for the articles of association of listed companies. In order to ensure the standardized operation of the company and in combination with the actual situation of the company, Tangshan Jidong Equipment And Engineering Co.Ltd(000856) company plans to amend the corresponding provisions of the articles of association, as follows:
S / N clause before amendment clause after amendment clause
The second company is a joint stock limited company established in accordance with the company law and other relevant provisions of the company law (hereinafter referred to as the company). Company (hereinafter referred to as the company).
On April 10, 1998, the company was approved by the Hebei provincial company on April 10, 1998 by the Hebei Provincial People's Government joint-stock leading group office and the joint-stock Leading Group Office of the northern Provincial People's Government Ji Gu ban [1998] No. 13 document, and the office Ji Gu ban [1998] No. 13 document was established by public offering; Approved in June 1998, it was established by public offering; On June 16, he was registered in Hebei Provincial Administration for Industry and Commerce on June 16, 1998, obtained the business license, registered with the unified supervision and Administration Bureau, obtained the business social credit code as the license, and the unified social credit code as 9113020070071264xq. 9113020070071264XQ。
On May 18, 1998, with the approval of China Securities Regulatory Commission (CSRC), the third company first approved the issuance of RMB 50 million common shares to the public for the first time, The five purchases of RMB ordinary shares issued by the public in RMB by domestic investors were listed on Shenzhen Stock Exchange on August 13, 1998. The subscription was listed on Shenzhen Stock Exchange on August 13, 1998.
3. Address of the fifth company: Caofeidian equipment manufacturing industrial park, Caofeidian District, Tangshan City, Hebei Province
Postal Code: 063200 postal code: 063200
4. Under the following circumstances, the company may not acquire its own shares in accordance with the company's requirements. 15. In accordance with laws, administrative regulations, departmental rules and regulations, except for one of the following circumstances: purchase the shares of the company in accordance with the provisions of the articles of Association (I) reduce the registered capital of the company; Shares: (II) with those holding shares of the company; (I) reduce the registered capital of the company; Merger of other companies;
(II) merge with other companies holding shares of the company (III) use the shares for employee stock ownership; Plan or equity incentive;
(III) use shares for employee stock ownership (IV) shareholders plan or equity incentive for the general meeting of shareholders; (IV) shareholders require the company to purchase their shares due to their deliberation on the general meeting of shareholders.
(V) use the shares for the conversion of the company and require the company to acquire its shares. Issued corporate bonds convertible into shares (V) use shares to convert listed bonds;
(VI) corporate bonds issued by the company that can be converted into shares in order to maintain the value of the company; And shareholders' equity.
(VI) listed companies are maintenance companies
Necessary for value and shareholders' equity.
Except for the above circumstances, the company shall not accept
Purchase shares of the company.
Article 2 a company may purchase its own shares through public centralized trading, or through public centralized trading, or through laws and regulations, laws and administrative regulations recognized by the CSRC and other methods recognized by the CSRC. It can be done in other ways.
If the company purchases the shares of the company under the circumstances specified in Item (VI) of the company due to the circumstances specified in Item (III), (V), item (III), item (V) and item (VI) of paragraph 1 of Article 25 of the articles of association, it shall purchase the shares of the company through the public centralized company, It shall be conducted through open centralized trading. Transaction mode.
Article 2 where the company purchases its shares under the circumstances specified in Article 25, paragraph 1 (I), paragraph 1 (II), and paragraph 1 (I) of Article 25, and purchases its shares under the circumstances specified, it shall be subject to the resolution of the general meeting of shareholders; The company should have been resolved by the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in paragraph (III) of paragraph 1 of Article 25 of the articles of association and items (III), (V), (VI), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall purchase its shares according to the specified circumstances, If more than two-thirds of the directors are present, the resolution shall be made in accordance with the provisions of the articles of association or the shareholders' meeting of the board of directors.
The authorization of the general meeting shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors in accordance with Article 25 of the articles of association.
Article 1 stipulates that after the company purchases its shares in accordance with Article 25 of the articles of association, if it falls into the situation of item (I), the shares purchased by the company shall be cancelled within 10 days from the date of acquisition; After the acquisition, if it belongs to item (I), it shall belong to item (II) and item (IV), and shall be cancelled within 10 days from the date of acquisition; If it is in form, it shall be transferred within 6 months or cancelled under the circumstances of items (II) and (IV); If it belongs to items (III) and (V), it shall be transferred within six months or in the case of items and (VI), the company shall sell it together; If the number of shares held by the company in items (III) and (V) shall not exceed that in items (VI), the number of shares held by the company in combination with the total issued shares of the company shall not exceed 10%, and shall be transferred or cancelled within 3 years. And shall be transferred or cancelled within three years.
Article 10 the shares of the company held by the promoters and the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company and within one year from the date of establishment of the company. The transfer has been issued before the company's public offering of shares. 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 one year from the date when the company's shares are not easy to be listed and traded on the stock exchange. Can be transferred.
The directors, supervisors and senior managers of the company shall report their holdings to the company, and shall report their holdings of shares and their changes in the company, The shares transferred every year during the term of office shall not exceed 25% of the total number of shares of the company held by him during the term of office; 25% of the total shares of the company held by the company; The shares of this company may not be transferred from the listing of the company's shares within 1 year from the date of listing and trading of the shares held. The above-mentioned personnel shall not be transferred within one year from the date of change half a year after their resignation. During the above period, they shall not transfer their shares of the company's personnel within six months after their resignation. Shares of the company held by.
Article 3 the directors, supervisors and senior managers of the company who hold more than 5% of the shares, the shareholders who hold more than 5% of the shares of the company, the directors, supervisors and senior managers of the company sell their shares of the company within 6 months after they buy them, Or buy again within 6 months after the sale of or other equity securities, and sell within 6 months after the purchase, or buy again within 6 months after the proceeds are owned by the company and sold by the directors of the company, and the company will recover its income. However, the proceeds will be owned by the company, and the directors and securities company of the company will recover the proceeds from the purchase of after-sales surplus due to underwriting. However, if a securities company holds more than 5% of the shares due to the purchase of the shares, the remaining shares after the sale of the securities company are not subject to the six-month time limit. Where the board of directors of a company holding more than 5% of the shares fails to comply with the provisions of the preceding paragraph and the provisions of the CSRC, the shareholders have the right to require the board of directors to comply with other circumstances.
Within 30 days. If the board of directors of the company fails to implement the above-mentioned terms of directors, supervisors and senior managers within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name or other certificates of equity nature for the interests of the company. Bonds, including those held by their spouses, parents and children. If the board of directors of the company fails to implement the provisions of paragraph 1 and the shares held by others' accounts, the responsible directors' votes or other certificates with the nature of equity shall bear joint and several liability according to law. Coupons.
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 execute within the above-mentioned period, the shareholders have the right to
