Stock abbreviation: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) Guangdong lighting B (B shares)
Stock Code: Foshan Electrical And Lighting Co.Ltd(000541) (A shares) 200541 (B shares)
Announcement No.: 2022028
Foshan Electrical And Lighting Co.Ltd(000541)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions. Special tips:
The proposal to amend the articles of association needs to be submitted to the general meeting of shareholders for deliberation.
On March 30, 2022, the company held the 29th meeting of the ninth board of directors, which deliberated and adopted the proposal on Amending the articles of association. In order to strengthen the company's management of the construction of the rule of law and compliance system, and according to the actual situation of the company's share repurchase and cancellation, the company plans to amend some provisions of the articles of association, as follows:
Before and after Clause amendment
Article 6 the registered capital of the company is RMB, and the registered capital of the company is RMB
1399346154 yuan. 1361994647 yuan.
Other senior managers mentioned in the articles of association and other senior managers mentioned in the articles of association Article 13 personnel refer to the deputy general manager of the company, the financial manager, the Secretary of the board of directors, the person in charge of finance, the Secretary of the board of directors and other directors of the company. Who will confirm.
Business purpose of the company: carry forward the business purpose of the group company: carry forward the enterprise spirit of unity, unity, innovation, forge ahead and dedication, Article 14 enterprise spirit, increase the life of the enterprise, enhance the vitality of the enterprise, adhere to the governance according to law, promote the diversification of the enterprise, continuously promote the compliance management, internationalization Modern large enterprises should improve the level of operation and management in accordance with laws and regulations, develop, create opportunities for society and enterprises, and promote enterprises to diversify, internationalize
Before and after Clause amendment
More wealth to protect the legitimate rights and interests of all modern large enterprises. To create more wealth for society and enterprises and protect the legitimate rights and interests of all shareholders.
The share capital structure of the company is: the share capital structure of ordinary companies is: the total number of ordinary shares is 1399346154, and the number is 1361994647, including Article 26 shares, including 1058321409, 1077274404 ordinary shares in RMB, domestic shares and domestic listed foreign shares
The city has 322071750 foreign shares. 303673238 shares.
The following external guarantees of the company shall be examined and approved by the general meeting of shareholders.
Subject to the deliberation and approval of the general meeting of shareholders
...... (V) guarantees provided to shareholders and actual controllers and (V) guarantees provided to shareholders and their related parties who actually control them;
Article 49 the guarantee provided by the guarantor and its related parties (6) within the last 12 months; The accumulative amount exceeds 30% of the total assets audited by the CSRC and Shenzhen in the latest (VI) period;
(VII) other insurance liabilities stipulated by the stock exchange (VII) the situation of China Securities Regulatory Commission and Shenzhen securities. Other guarantees stipulated by the exchange.
The meeting of the board of directors shall be held only when more than half of the directors are present. The meeting can be held only when the board of directors makes a decision and the directors are present. The resolution of the board of directors must be made by more than half of all directors at the 130th meeting, and must be passed by all directors.
Article 2 the approval of more than half of the directors. The voting on the resolution of the board of directors shall be carried out by one person and one vote.
One person, one vote. If the matters considered by the board of directors involve legal issues, the general counsel shall attend as nonvoting delegates and give legal opinions.
Article 130 the company shall have a manager, who shall be appointed by the board of directors
Before and after Clause amendment
Article 6 the board of directors shall appoint or dismiss The company appoints or dismisses The company's manager, deputy manager, deputy manager, financial manager, financial principal, Secretary of the board of directors and Secretary of the board of directors are the personnel level managers confirmed by the company's board of directors, such as the company's senior secretary. Senior management of the company.
The internal audit system of the company shall be implemented after being approved by the board of directors in the 170th. It shall be implemented after being approved by the board of directors. Auditors article auditors are responsible and report to the audit committee of the board of directors and the audit and Risk Management Committee of the board of directors. The board of supervisors shall be responsible for and report the work.
Except for the above amendments, other provisions of the articles of association remain unchanged.
It is hereby announced.
Foshan Electrical And Lighting Co.Ltd(000541) board of directors
March 30, 2022
