Stock Code: Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) stock abbreviation: Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) No.: Lin 2022010
Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
Announcement on Amending the articles of association and other governance systems
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
State or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the company) according to China Securities
Guidelines for the articles of association of listed companies (revised in 2022) newly revised by the Regulatory Commission
Measures for the administration of interest disclosure (revised in 2021), rules for the general meeting of shareholders of listed companies (revised in 2022) and
The newly revised stock listing rules (revised in 2022) of Shanghai Stock Exchange and other relevant provisions
According to the actual situation of business development, the 32nd meeting of the ninth board of directors of the company deliberated and adopted the amendment of the chapter of the company
Proposal of Cheng, proposal on Amending the rules of procedure of the general meeting of shareholders, proposal on Amending the rules of procedure of the board of directors
The specific amendments are as follows:
1、 Amendments to the articles of Association
Revised clause
Note: the underlined and bold text in the following table is the revised part.
Before and after revision
Article 2… The company is registered in Chongqing Administration for Industry and Commerce Article 2… The company is registered in Wanzhou District branch of Chongqing Wanzhou District Marketing Bureau… Registration in supervision and Administration Bureau
Article 14 the company’s development strategic objectives: the company’s development strategic objectives: focus on power sales, actively expand comprehensive energy business and user power distribution, comprehensive energy and new energy business, continue to consolidate side value-added services, cultivate the business capacity of the whole industry chain and the core stock power distribution industry, steadily promote industrial extension and build competitiveness, Gradually build China into a first-class comprehensive energy listed company based on power distribution. listed company.
Article 44 the general meeting of shareholders is the power of the company. Article 44 the general meeting of shareholders shall exercise the following organs and functions and powers according to law:
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(IX) make resolutions on the merger, division, dissolution and liquidation of the company (IX) make resolutions on the merger, division, division, settlement or change of corporate form of the company; Make resolutions on dissolution, liquidation or change of company form;
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（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee holding (XVI) decide the company’s plan to issue shares with related natural persons;
(16) related party transactions with a transaction amount of more than 3 million yuan determined that the transaction amount of the company is more than 30 million yuan, or the transaction amount between the company and related legal persons is more than yuan, accounting for more than 30 million yuan of the company’s latest audited net assets and more than 5% of the company’s latest audited value; Related party transactions with the same related party with an absolute value of more than 5% of net assets; (XVII) the transactions related to the company and its direct or indirect subscripts shall be accumulated within 12 consecutive months
Subsidiaries with more than 50% equity are calculated according to the following standards;
(XVII) consideration of transactions within the scope of the company and consolidated statements 1. Total assets involved in the transaction (there are transactions in which the account holding subsidiary meets one of the following standards at the same time: face value and assessed value, whichever is higher) for 12 consecutive times 1 The total amount of assets involved in the transaction (accounting for 30% of the company’s total assets audited in the latest period within the book month at the same time; if the value and evaluation value are higher, whichever is higher) accounts for more than 50% of the company’s total assets audited in the latest period;
2. The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan;
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Article 45 in case of any of the following transactions, the company may be exempted from submitting to the general meeting of shareholders for deliberation, but it shall still perform the obligation of information disclosure in accordance with the provisions:
(I) the company has received cash assets, obtained debt relief and other transactions that do not involve consideration payment and do not have any obligations;
(II) the transactions of the company only meet the standards of paragraph 4 or 6 of item (17) of Article 44 of the articles of association, and the absolute value of the company’s earnings per share in the latest fiscal year is less than 0.05 yuan.
Entrusted financial management can reasonably predict the investment scope, amount and term, calculate the proportion of net assets based on the amount, apply the above standards, and the service life of relevant amount shall not exceed 12 months, The transaction amount at any time point within the term (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
When conducting transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, the above standards shall be applied to all transactions related to the subscript of the same transaction category according to the principle of cumulative calculation within 12 consecutive months. In addition to the provisions of the preceding paragraph, the company has a “purchase or sale of assets” transaction, regardless of whether the subject matter of the transaction is related or not, if the total amount of assets involved or the transaction amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months, It shall be submitted to the general meeting of shareholders for deliberation and approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 46 in case of any of the following circumstances, the financial assistance shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of single financial assistance exceeds 10% of the latest audited net assets of the listed company;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets; (IV) other circumstances stipulated by the exchange or the articles of association. If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the provisions of the preceding paragraph may be exempted.
Article 45 the following external guarantees of the company and Article 47 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(I) any guarantee provided after the total amount of external guarantee provided by the company and its holding subsidiaries to (I) the company and its holding subsidiaries reaches or exceeds the latest audited net guarantee amount and exceeds 50% of the assets of the company’s latest audited net assets; Any guarantee provided after 50%;
(II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of guarantee provided by the company and its holding subsidiaries after they have undertaken 30% of the latest audited total assets, and exceeds any guarantee of the latest audited total assets of the company; Any guarantee provided after 30%;
(III) guarantee for those whose asset liability ratio exceeds 70% and (III) guarantee for those whose asset liability ratio exceeds 70%; The guarantee provided by the;
(IV) the amount of single guarantee exceeds 10% of the latest audited net assets; Guarantee of 10% of net assets;
(V) according to the principle of cumulative calculation of the guarantee amount, the guarantee amount has accumulated 50% of the latest audited net assets of the company within 12 consecutive months, and the absolute calculation principle exceeds the latest audited net assets of the listed company by more than 50 million yuan; Guarantee for 30% of total assets;
(VI) guarantee for shareholders, actual controllers and their related parties (VI) guarantee for shareholders, actual controllers and their related parties. Guarantee provided.
