Securities code: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) stock abbreviation: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) No.: 2022016 Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
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.
Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) (hereinafter referred to as " Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273) " or "the company") deliberated and adopted the proposal on Amending the articles of association at the 16th meeting of the ninth board of directors. In accordance with the provisions and changes of the securities law of the people's Republic of China (revised in 2019), the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2), the stock listing rules of Shanghai Stock Exchange (revised in January 2022), the company law and other relevant laws, regulations and normative documents, and in combination with the actual situation of the company, the articles of association are hereby revised. The specific amendments are as follows:
Terms before and after amendment
Article 21 according to the needs of the company's operation and development, according to the needs of the company's operation and development and in accordance with the provisions of laws and regulations, the company shall make decisions respectively at the general meeting of shareholders, and in accordance with the provisions of laws and regulations, the company shall make decisions respectively at the general meeting of shareholders
The following methods can be adopted to increase capital: the following methods can be adopted to increase capital when making a resolution:
(I) public offering of shares; (I) public offering of shares;
(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) other methods stipulated by laws and administrative regulations. (V) laws, administrative regulations and the CSRC
Other ways of approval.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23 of the law. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
Purchase of 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 shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholders request the company to purchase their shares due to the company merger made by the general meeting of shareholders, (IV) the shareholders disagree with the company merger and division resolution made by the general meeting of shareholders;
Make a resolution to dissent and require the company to acquire its shares; (V) convertible shares issued by the company
(V) corporate bonds that convert shares into convertible shares issued by listed companies;
Corporate bonds that are shares; (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests (VI) necessary for the listed company to safeguard the company's value and shareholders' rights and interests. Required. Except for the above circumstances, the company will not buy or sell its shares. Article 29 the directors, supervisors and senior managers of the company and the directors, supervisors and senior managers of the company who hold more than 5% of the shares of the company shall sell their shares or other equity securities of the company within 6 months after the purchase of some shares or other equity securities of the company, Or within 6 months after the sale, the securities are sold within 6 months after the purchase, or the securities are bought again after the sale, and the resulting income belongs to the company. If the company buys again within 6 months, the resulting income belongs to the company, and the board of directors will recover its income. However, the board of directors of the company will recover the income of the securities company due to. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus stocks on an exclusive basis, or if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus stocks on an exclusive basis, or under other circumstances specified by the CSRC, as well as other circumstances specified by the CSRC, the sale of the shares is not subject to the six-month time limit. Except for those made of. Article 40 the general meeting of shareholders is the authority of the company. According to law, the general meeting of shareholders is the authority of the company and exercises the following functions and powers in accordance with the 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 who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of relevant directors and supervisors; To decide on 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 calculation plan; Final settlement plan;
(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; Loss 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; Discussion;
(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, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make a resolution on changing the form of the 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; Issue resolutions;
（12） (12) to examine and approve the matters referred to (12) in Article 41 of the articles of association and the matters of guarantee in Article 42 of the articles of Association; Transaction matters, guarantee matters specified in Article 42 and (13) review and approve financial assistance matters exceeding Article 43 of Article 110 of the articles of Association; (13) to examine and approve foreign investment and domestic investment that exceed the deliberation authority of the board of directors in the acquisition and sale of assets, financing loans, asset mortgages and other transactions specified in Article 110 of these articles; (14) review and approve the transactions between the company and related parties; (except that the company provides guarantees, receives cash assets and simply relieves the debts of the company (XIV) deliberates and approves the transactions between the company and related parties) with an amount of 30 million yuan (except that the company provides guarantees, receives cash assets and simply relieves the debts above and accounting for the absolute value of the company's latest audited net assets and the company's obligations) with an amount of 30 million yuan
More than 5% of connected transactions; Change of the purpose of the raised funds after deliberation and approval of the audited net assets (XV) of the company in the latest period; Connected transactions with an absolute value of more than 5%;
（16） Review the equity incentive plan; （15） Review and approve the change of the purpose of the raised funds; （17） Review and adjust or change the profit distribution policy; （16） Review the company's equity incentive plan and the company's employees (XVIII) review laws, administrative regulations, departmental rules or the shareholding plan; Other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association.
（17） Review and adjust or change the profit distribution policy; The functions and powers of the above general meeting of shareholders shall not be exercised by (XVIII) deliberating laws, administrative regulations, departmental rules or the board of directors or other institutions and individuals in the form of authorization. Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association.
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 in the form of authorization.
Article 41 transactions of the company (foreign investment, transactions with the company under Article 41) (except for foreign investment, domestic investment, acquisition and sale of assets, financing loan, asset mortgage, domestic investment, acquisition and sale of assets, financing loan, guarantee for assets, related party transactions, cash assets received, simple mortgage reduction, guarantee provision, related party transactions, financial assistance and debt exempted from the company's obligations) If one of the following criteria is met, the company shall submit to the general meeting of shareholders for deliberation: if one of the following criteria is met, It shall be submitted to the shareholders that (I) the total assets involved in the transaction (if there is book value and evaluation value at the same time, the higher one shall be taken as the calculation data) account for (I) the total assets involved in the transaction (if there is book value and evaluation value at the same time, more than 50% of the latest audited total assets; if there is book value and evaluation value, the higher one shall be taken as the calculation data) account for (II) the subject matter of the transaction (such as equity) More than 50% of the total audited assets of the company in the latest accounting year; The operating income related to the degree accounts for more than 50% of the net assets involved in the subject matter of the transaction (such as equity) of the company in the latest fiscal year (II), and the absolute amount exceeds 50% of the net assets of the listed company in the latest audit by more than 50 million yuan; If the absolute amount exceeds 50 million yuan and the transaction involves (III) the subject matter of the transaction (such as equity) has both the book value and the assessed value of the net assets in the latest accounting year, the higher of the relevant net profit in the latest accounting year of the company; More than 50% of the audited net profit and the absolute amount exceeds 500 (III) the subject matter of the transaction (such as equity) is RMB 10000 in the latest accounting month; The annual relevant operating income accounts for more than 50% of the company's latest accounting (IV) transaction amount (including the debts and fees undertaken, more than 50% of the audited operating income in the year, and the absolute amount of money) and accounts for more than 50% of the company's latest audited net assets, with an amount of more than 50 million yuan;
And the absolute amount exceeds 50 million yuan; (IV) the profit generated by the transaction object (such as equity) in the latest accounting (V) transaction accounts for more than 50% of the company's audited net profit in the latest accounting year, and the absolute amount exceeds more than 50% of the audited net profit, and the absolute amount exceeds 5 million yuan. Over 5 million yuan;
According to the above calculation standards, the transaction only meets the transaction amount of (III) (V) transaction (including the debt and item or item (V) standard, and the expenses of the company in the latest accounting year) accounting for 50% of the company's latest audited net assets. If the absolute value of earnings per share is less than 0.05 yuan, the company can go up, and the absolute amount exceeds 50 million yuan;
So as not to submit the transaction to the general meeting of shareholders for deliberation. (VI) if the profit generated from the transaction accounts for the indicators mentioned in items (I) to (V) above in the latest accounting of the company, it shall be more than 5 million yuan for all transactions related to the audited net profit of the year and the subscript of the transaction category with the same absolute amount. The principle of 12-month cumulative calculation determines whether it should be deliberated by the general meeting of shareholders. If the transaction has been performed in accordance with the above provisions and calculated in accordance with the above calculation standards, and the transaction only reaches the decision-making procedure (IV), it will not be included in the relevant cumulative calculation scope. Item or item (VI), and if the data involved in the calculation of the above indicators in the latest accounting of the company is negative, if the absolute value of its absolute annual earnings per share is less than 0.05 yuan, it shall be calculated by common consideration. The company may not submit the transaction to the general meeting of shareholders for deliberation.
For the indicators mentioned in items (I) to (V) above, all transactions related to the subscript of the same transaction category shall be subject to
