Securities code: Anhui Zhongyuan New Materials Co.Ltd(603527) securities abbreviation: Anhui Zhongyuan New Materials Co.Ltd(603527) Announcement No.: 2022027 Anhui Zhongyuan New Materials Co.Ltd(603527)
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.
Anhui Zhongyuan New Materials Co.Ltd(603527) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors on March 25, 2022. The meeting considered and adopted the proposal on Amending the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association.
In accordance with the provisions of laws, regulations and normative documents such as the guidelines for the articles of association of listed companies (revised in 2022), the rules for the listing of shares of Shanghai Stock Exchange (revised in January 2022), and in combination with the actual situation of the company, it is proposed to amend some provisions of the Anhui Zhongyuan New Materials Co.Ltd(603527) articles of Association (hereinafter referred to as the articles of association), and the specific amendments are as follows:
Before and after revision
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 purchase the shares of the company in accordance with laws, administrative regulations, departmental chapters and these chapters. However, there are one of the following exceptions: purchasing the shares of the company according to the provisions of Cheng: (I) reducing 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) and other joint companies holding shares of the company;
And; (III) use shares for employee stock ownership plan or (III) use shares for employee stock ownership plan or equity incentive;
Incentive right; (IV) the shareholders hold different opinions on the company’s merger and division resolutions made by the general meeting of shareholders (IV) the shareholders require the company to acquire its shares and purchase its shares because they disagree on the company’s merger and division resolutions made by the general meeting of shareholders;
Copies; (V) use the shares to convert the corporate bonds issued by the company; (V) use the shares to convert the corporate bonds issued by the company into shares;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company’s value and shareholders’ equity. (VI) the company is necessary to maintain the company’s value and shareholders’ equity. Required for equity.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares Article 25 the company may choose one of the following ways to purchase its own shares: shares, which may be through public centralized trading, or (I) the laws, administrative regulations and methods approved by the CSRC of the centralized bidding participants of the stock exchange; Other methods.
(II) method of offer; The company is approved by the CSRC due to items (III), (V) and (VI) of paragraph 1 (III) of Article 24 of the articles of association. The acquisition of shares of the company under the prescribed circumstances shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares under the circumstances specified in Item (I) and item (II) of paragraph 1 of Article 14 in Item (I) and item (II) of Article 23 of the articles of association, it shall purchase its shares under the circumstances specified by the shareholders’ meeting, and it shall be subject to the resolution of the board of directors; Resolutions of the general meeting of shareholders of the company due to items (III) and (V) of this article; If the company purchases the shares of the company under the circumstances specified in paragraphs (III), (V) and (VI) of paragraph 1 of this article due to the circumstances specified in paragraphs (24) and (VI) of this articles of association, it shall purchase the shares of the company under the circumstances specified in paragraph (VI) of the board of directors attended by more than two-thirds of the directors. In accordance with the provisions of the articles of association or the authorization of the board of directors of a large shareholder company in accordance with Article 23 of the articles of association, after the acquisition of the shares of the company is attended by more than two-thirds of the directors, it belongs to the resolution of the meeting of the board of directors (I). In case of any of the circumstances specified in the preceding paragraph, the company shall, within 10 days from the date of acquisition, note that the company shall sell in accordance with Article 24 (1) of the articles of Association; In the case of items (II) and (IV), after the acquisition of the company’s shares according to the provisions of paragraph (I), it shall be transferred or cancelled within six months; In the case of item, it shall be written off in items (III), (V) and (VI) within 10 days from the date of acquisition; In the case of items (II) and (IV), the shares of the company jointly held by the company shall be transferred or cancelled within six months; If the number of shares shall not exceed 10% of the total issued shares of the company in items (III), (V) and (VI) and shall be transferred or noted within three years, the shares of the company jointly held by the company shall be cancelled. If a company whose number of shares does not exceed the total issued shares of the company purchases its own shares, it shall transfer 10% of the shares within three years or write them off in accordance with the provisions of the securities law of the people’s Republic of China. Fulfill the obligation of information disclosure. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 29 directors, supervisors and senior managers of the company Article 30 the company’s managers holding more than 5% of the company’s shares, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior management shareholders sell the company’s shares or other shares held by them within 6 months after buying them, Or within six months after the sale, the securities with equity nature are bought again six months after the purchase, and the income from this will belong to the company. If the securities are sold within six months or bought again six months after the sale, the board of directors of the company will recover the income.
However, the income thus obtained belongs to the company. The company is a securities company. The board of directors of the company will recover its income from the purchase of after-sales surplus stocks due to underwriting. However, if the securities company holds more than 5% of the shares, the sale of the shares is not subject to the time limit of 6 months held by the securities company due to the purchase of the remaining shares after the package sale. There are more than 5% of the shares, and there are other circumstances under which the board of directors of China securities company fails to implement the provisions of the CSRC in accordance with the provisions of the preceding paragraph.
The shareholders have the right to require the board of directors to act as the director, supervisor and senior manager mentioned in the preceding paragraph within 30 days. If the board of directors of the company fails to execute the shares or other shares held by the executive or natural person shareholders within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of their own equity securities, including their spouses, parents and, for the benefit of the company. The board of directors of the company does not vote or other equity securities in accordance with the provisions of paragraph 1. In case of execution, the responsible directors shall be jointly and severally liable according to law. The board of directors of the company shall not be liable in accordance with paragraph 1 of this article. If the decision is to be implemented, 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 shall have the right to act for the interests of the company
Bring a lawsuit directly to the people’s court in his own name. 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 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law: the power organ exercises the following functions and powers according to law:
(I) decide on the company’s business policy and investment (I) decide on the company’s business policy and investment plan; Plan;
(II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on the directors and supervisors held by relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(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 (V) review and approve the company’s annual financial budget plan and final settlement plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution formula (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case and loss recovery plan;
(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; Make a resolution in this;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds; (IX) make resolutions on the merger, division and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions on liquidation or change of company form;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; The firm makes a resolution;
（12） Deliberating and approving the provisions of Article 41 (12) deliberating and approving the guarantee matters specified in Article 42; Guarantee matters of the;
（13） Review the purchase and sale of major assets by the company within one year; (XIII) review the purchase and sale of major assets by the company within one year over the latest period of review, and the sale of major assets by the company over the latest period of review
Matters accounting for 30% of total assets; Matters accounting for 30% of total assets;
（14） Deliberating and approving changes in the use of raised funds (14) deliberating and approving changes in the use of raised funds; Matters in transit;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee (XVI) review the laws, administrative regulations and shareholding plan of the Ministry; Other matters that shall be deliberated by the general meeting of shareholders (XVI) according to the regulations or the articles of association. Other matters that shall be decided by the general meeting of shareholders in accordance with the regulations or the articles of association.
Article 41 the following external guarantees of the company Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. The act shall be deliberated and approved by the general meeting of shareholders.
(I) the total amount of external guarantees provided by the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantees in the latest period and exceeds 50% of any net assets provided after 50% of the net assets audited in the latest period; protect; (II) any guarantee provided after the total amount of external guarantee of the company exceeds (II) the total amount of external guarantee of the company and reaches 30% of the total assets audited in the latest period or exceeds 30% of the total assets audited in the latest period;
Any guarantee provided after; (III) the amount of guarantee provided by the company within one year exceeds (III) the guarantee provided for the guarantee object with an asset liability ratio of more than 70% and 30% of the company’s latest audited total assets; protect;
(IV) a guarantee of 10% of the audited net assets with a single guarantee amount exceeding 70% of the asset liability ratio in the latest period; The guarantee provided by the insured;
(V) the amount of single guarantee for shareholders, actual controllers and their related (V) exceeds the guarantee provided by the joint party in the latest period. Audit the guarantee of 10% of net assets;
