Securities code: Changchun Engley Automobile Industry Co.Ltd(601279) securities abbreviation: Changchun Engley Automobile Industry Co.Ltd(601279) Announcement No.: 2022012 Changchun Engley Automobile Industry Co.Ltd(601279)
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.
In order to further strengthen the protection of the legitimate rights and interests of all shareholders, especially small and medium-sized investors, standardize the operation of Changchun Engley Automobile Industry Co.Ltd(601279) (hereinafter referred to as "the company") and improve the level of corporate governance, the company, in accordance with laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange, the introduction to the articles of association of listed companies, and the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 1 - standardized operation, Revise the corresponding clauses in Changchun Engley Automobile Industry Co.Ltd(601279) articles of association accordingly.
The company held the fifth meeting of the Fourth Board of directors on March 28, 2022, deliberated and adopted the proposal on Amending the articles of association. The company will revise some articles of Changchun Engley Automobile Industry Co.Ltd(601279) articles of association, and the specific amendments are as follows:
1、 Amendments to the articles of Association
Content before and after revision
Article 5 company domicile: Shunda Road, high tech Zone Article 5 company domicile: No. 888, Zhuoyue street, high tech Zone, 2379
Postal Code: 130021 postal code: 130021
Article 23 the company may not purchase its own shares under the following circumstances. In accordance with laws, administrative regulations, departmental rules and this chapter, except under any of the following circumstances:
To acquire the shares of the company according to the provisions of Cheng: (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) cooperate with other companies holding shares of the company (III) use shares for employee stock ownership plan or equity merger; Excitation;
(III) use shares for employee stock ownership plans or shares (IV) company merger made by shareholders to the general meeting of shareholders
Content before and after revision
Right incentive; Dissenting from the division resolution and requiring the company to purchase its shares; (IV) the shareholders, who disagree with the resolution made by the general meeting of shareholders on the company's joint (V) conversion of shares into convertible bonds issued by the company for merger and division, require the company to purchase its shares and corporate bonds;
Of shares; (VI) it is necessary for the company to maintain the company's value and shareholders' rights and interests. (V) the shares are used to convert the convertible needs issued by the company. Corporate bonds converted into shares; (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. Except for the above circumstances, the company will not buy or sell its shares. Article 24 a company may purchase its own shares by means of public centralized trading, or by means of centralized trading disclosed by law, or by other means recognized by laws, administrative laws, regulations and the CSRC or by the CSRC. The company is due to. If the company acquires the shares of the company in accordance with the provisions of item (VI) due to the provisions of item (III) of Article 23 of the articles of association and items (III), (V), (V) and (VI) of Article 23 of the articles of association, the shares of the company shall be purchased through public centralized trading. Transaction mode. Article 28 the shares of the company held by the promoters Article 28 the shares of the company held by the promoters shall not be transferred within one year from the date of the overall change and establishment of the company. The company shall not transfer. The shares issued before the initial public offering of the company shall not be transferred within one year from the date when the company's shares are listed and traded on the Shanghai Stock Exchange and the date when the company's shares are listed and traded on the Shanghai Stock Exchange. It shall not be transferred within one year. The directors, supervisors and senior managers of the company shall report to the directors, supervisors and senior managers of the company their shares held in the company and their changes, The number of shares transferred each year during his term of office shall not exceed 25% of the total number of shares of the company held by him. 25% of the above people. The above-mentioned personnel shall not transfer the shares of the company held by them or newly added shares within six months after their resignation. Shares of the company. The directors, supervisors and senior managers of the company shall not transfer their shares of the company directly held by them within six months from the date of listing the initial public offering of shares and within six months from the date of listing the initial public offering of shares. If they report their resignation, they shall not transfer their shares of the company within 18 months from the date of reporting their resignation; Shares of the company held by the company; In the case of an initial public offering of shares between the seventh month and the twelfth month from the date of listing of the initial public offering of shares and the seventh month to the twelfth month from the date of listing of shares, if the resignation is declared between the first month and the twelfth month, the company's shares directly held by the company shall not be transferred within 12 months from the date of resignation. Shares of the company directly held by the company due to. If I directly hold the company's shares due to the company's equity distribution, etc., and my direct holding of the company changes due to the issuance of equity distribution, and the shares of the company's directors, supervisors and senior managers change, the company's directors, supervisors and senior managers shall still abide by the commitments in the preceding paragraph.
Level management personnel shall still abide by the commitments in the preceding paragraph. If the company's shareholders have longer transfer restrictions on their shares, if the company's shareholders have longer transfer commitments on their shares, their commitments shall prevail.
Content before and after revision
Let those who limit their commitments follow their commitments. Article 29 the directors, supervisors and senior management personnel of the company who hold more than 5% of the shares of the company shall, Sell the company's shares or the company's shares or other equity securities held by him within six months after buying, or sell within six months after selling, or buy again within six months after selling, and the income from this shall belong to the company. The income from this shall belong to the company and be owned by the company, The board of directors of the company will recover its income.
However, the company's board of directors will recover its income. However, if a securities company holds more than 5% of the shares of a securities company due to the purchase of after-sales surplus shares due to exclusive underwriting, and if there are more than 5% of the shares as stipulated by the CSRC, other circumstances not applicable to the sale of the shares are excluded. Limited by six months. Article 41 the following external guarantees of the company (including the company's guarantee to subsidiaries) shall be subject to the approval of the board of directors. Article 41 the following external guarantees of the company (including the company's guarantee to subsidiaries) shall be submitted to the general meeting of shareholders for decision after the deliberation and approval of the board of directors. (I) after the amount of a single guarantee exceeds the latest period of the company, it shall be submitted to the general meeting of shareholders for decision:
Audit the guarantee of 10% of the net assets; (I) the amount of a single guarantee exceeds 10% of the net assets guaranteed by the company and its holding subsidiaries in the latest audit (II); The total amount reaches or exceeds the total amount of external guarantees of the company and its holding subsidiaries audited in the latest period (II). Any guarantee provided after 50% of the net assets exceeds 50% of the company's audited net assets in the latest period; Any guarantee provided later;
(III) the total amount of external guarantee of the company reaches or exceeds (III) the total amount of external guarantee of the company, and exceeds any guarantee provided after the latest period exceeds 3% of the total assets audited in the latest period and 30% of the total assets audited in the latest period; Guarantee;
(IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70% (IV) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; The guarantee provided by the object;
(V) the guarantee amount shall be accumulated within 12 consecutive months (V) the guarantee amount shall be accumulated within 12 consecutive months, exceeding the company's latest audited calculation principle and 30% of the company's latest audited total assets; 30% guarantee;
(VI) provide the calculation principle for shareholders, actual controllers and their related parties according to the accumulated amount of guarantee within 12 consecutive months, exceeding the latest audited guarantee of the company; 50% of net assets, and the absolute amount exceeds
More than 50 million yuan; (VII) guarantee provided for related parties or shareholders holding less than 5% (VII) guarantee provided for shareholders, actual controllers and their related parties;
The guarantee provided; (VIII) other guarantee situations that shall be considered by the general meeting of shareholders if (VIII) is a related party or holds less than 5% of the shares as stipulated by laws and regulations, stock exchanges or the company. Guarantee provided by shareholders; When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, (IX) laws and regulations, stock exchanges or companies shall be approved by other shareholders that shall be deliberated by the general meeting of shareholders as stipulated by two-thirds of the voting rights held by the shareholders attending the meeting. Guarantee situation.
Content before and after revision
When the general meeting of shareholders deliberates the guarantee matters in Item (V) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. Article 43 the following major transactions occurred in the company Article 43 the following major transactions occurred in the company (except providing guarantee, receiving cash assets, simply (except providing guarantee, receiving cash assets, simply reducing the company's debt of reducing the company's obligations), except for the debt subject to the obligations of shareholders), Subject to the deliberation and approval of the general meeting of shareholders: the general meeting deliberates and approves: (I) the proportion of the total assets involved in the transaction (with book value at the same time) (I) the total assets involved in the transaction (with value and evaluation value at the same time, the higher shall be taken as the calculation data) in the book value and evaluation value, The higher one is taken as 50% of the company's total audited assets in the latest period, accounting for more than 50% of the company's total audited assets in the latest period;
More than 50%; (II) the net assets involved in the subject matter of the transaction (if there are (II) the book value and evaluation value of the subject matter of the transaction in the latest accounting year, whichever is higher) account for more than 50% of the company's audited net assets in the latest accounting year, more than 50% of the audited operating income, and the absolute amount exceeds 50 million yuan;
And the absolute amount exceeds 50 million yuan; (III) related to the subject matter of the transaction in the latest fiscal year; (III) the operating income of the subject matter of the transaction in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds more than 50% of the audited net profit, and the absolute amount is 50 million yuan;
If the amount exceeds 5 million yuan; (IV) the transaction amount of (IV) transactions related to the subject matter of the transaction in the latest fiscal year (including the debt and net profit accounting for the company's audited net profit expenses in the latest fiscal year) accounts for more than 50% of the company's audited net assets in the latest fiscal year, and the absolute amount exceeds more than 50%, and the absolute amount exceeds 50 million yuan;
10000 yuan; (V) the transaction amount of the transaction (including debts and expenses) (V) the profit generated by the transaction accounts for 50% of the company's latest audited net assets, more than 50% of the audited net profit of the company in the latest accounting year, and the absolute amount exceeds 50 million yuan; Above, and the absolute amount exceeds 5 million yuan. (VI) the profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest accounting year. The above "transaction" does not include the purchase year related to daily operation, and the amount of raw materials, fuel and power, as well as the sale of products, is more than 5 million yuan.
Commodity and other behaviors. The above-mentioned "transaction" does not include the purchase of raw materials related to daily operation. The above-mentioned transaction involves the calculation standard materials, fuel and power of the transaction amount, as well as the standards and other procedures to be performed for the sale of products and commodities. Refer to the relevant provisions of the stock listing rules of Shanghai Stock Exchange to implement the calculation standards and procedures of the transaction amount involved in the above-mentioned transaction. Other procedures to be performed shall refer to the relevant provisions of the stock listing rules of Shanghai Stock Exchange.
Article 53 shareholders who individually or jointly hold more than 10% of the company's shares shall have the right to propose to the board of directors. Shareholders with more than 10% of the shares shall have the right to propose to the board of directors to convene an interim general meeting, which shall be held in writing
