Securities code: Holsin Engineering Consulting Group Co.Ltd(603909) securities abbreviation: Holsin Engineering Consulting Group Co.Ltd(603909) Announcement No.: 2022023
Holsin Engineering Consulting Group Co.Ltd(603909)
Announcement on Amending the articles of Association
The board of directors and all directors 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.
Holsin Engineering Consulting Group Co.Ltd(603909) (hereinafter referred to as " Holsin Engineering Consulting Group Co.Ltd(603909) " or "the company") held the fourth meeting of the Fourth Board of directors on April 1, 2022, deliberated and adopted the proposal on Amending the articles of association, which will also be submitted to the general meeting of shareholders of the company for deliberation. The details of the company's amendment to the articles of association are hereby announced as follows:
Whereas, the Chinese name of the company is proposed to be changed to "Jianfa Hecheng Engineering Consulting Co., Ltd." and the English name
It is proposed to be changed to "C & D holsin Engineering Consulting Co., Ltd." and since January 2022,
The CSRC and Shanghai Stock Exchange have successively issued the revised guidelines for the articles of association of listed companies, the stock listing rules of Shanghai Stock Exchange and a series of guidelines. In order to further improve the standard governance level of the company and improve the corporate governance structure, according to the articles of association of the Communist Party of China, the guidelines for the articles of association of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, and in combination with the actual situation of the company, it is proposed to revise the articles of association. See the comparison table for the revision of the articles of Association for specific revised terms.
Comparison table of amendments to the articles of Association
Serial number before revision after revision
Article 1 in order to standardize the shares of Hecheng Engineering Consulting Group, Article 1 in order to standardize the organization and behavior of Jianfa Hecheng Engineering Consulting Co., Ltd. (hereinafter referred to as "the company"), safeguard the organization and behavior of the Company Limited (hereinafter referred to as "the company"), safeguard the legitimate rights and interests of the company, shareholders and creditors, promote the legitimate rights and interests of the company, shareholders and creditors, and promote the development of the company, According to the development of the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the "company law"), the guidelines for the articles of association of listed companies and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") (hereinafter referred to as "China") and other relevant laws and regulations, the guidelines for the articles of association of listed companies and the articles of association formulated by the people's Republic of China. (hereinafter referred to as "China") formulates the articles of association in accordance with other relevant laws and regulations.
Serial number before revision after revision
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant regulations.
A joint stock limited company established by law.
The company was established by Xiamen Road and Bridge consulting and Supervision Co., Ltd. in accordance with the law. The company was established by the overall change of Xiamen Road and Bridge consulting and Supervision Co., Ltd. in accordance with the law and the overall change of Xiamen Administration for Industry and commerce. It was registered with Xiamen Administration for industry and commerce, and obtained the business license of enterprise legal person, business registration and business license of enterprise legal person, The registration number of the business license is 350200100007638. The registration number of the original building door license is 350200100007638. The rights and obligations of the former Xiamen Road and Bridge consulting and Supervision Co., Ltd. shall be inherited by the company according to law.
The company is inherited according to law.
On March 15, 2016, the company completed the industrial and commercial registration procedures of "the date of issuance of the business license of sanzhenghe company is the date of establishment of the company". The unified social credit code of the renewed business license is 913502 Lb Group Co.Ltd(002601) 49960m. If the items recorded in the company's business license are changed, the company
Change registration shall be handled according to law and the business license shall be replaced. If the items recorded in the company's business license are changed, the company shall go through the change registration and replace the business license according to law.
Article 4 registered name of the company: Hecheng Engineering Consulting Group Article 4 registered name of the company: Jianfa Hecheng Engineering Consulting Co., Ltd
three
English Name: holsin Engineering English Name: C & D holsin engineering consulting groupco, LTD. CONSULTING CO., LTD.
Article 8 the chairman is the legal representative of the company. Article 8 the general manager (president) is the legal representative of the company.
Article 10 the articles of association of the company shall come into force upon the special resolution of the general meeting of shareholders of the company. The proposal shall enter into force on the date of adoption.
The articles of association of the company shall become the articles of association of the company from the effective date. From the effective date, the articles of association of the company shall become the legally binding document regulating the organization and behavior of the company, the organization and behavior between the company and shareholders, the organization and behavior between shareholders, the relationship between rights and obligations between the company and shareholders, the relationship between rights and obligations, and the relationship between rights and obligations of the company, shareholders, directors, supervisors The senior managers have legally binding documents of the company, shareholders, directors, supervisors and senior managers.
According to the articles of association, a legally binding document for shareholders. According to the articles of association, shareholders 5 can sue shareholders; Shareholders can sue the company's directors and supervisors can sue shareholders; Shareholders can sue directors, supervisors and senior managers of the company; Shareholders can sue the company; Business, managers and other senior managers; Shareholders can initiate a lawsuit and Sue shareholders, directors, supervisors and senior managers against the company; The company may sue shareholders, directors, supervisors and personnel. Managers and other senior managers.
The senior managers mentioned in the articles of association refer to the general manager of the company. The senior managers mentioned in the articles of association refer to the general manager (president), deputy general manager (vice president), chief financial officer, manager (president), deputy general manager (vice president), chief financial officer and Secretary of the board of directors of the company. Secretary of the board of directors.
Article 11 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with 6 (none) of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Serial number before revision after revision
The party organization of the company plays the role of leadership core and political core, carries out work around the direction, managing the overall situation and ensuring the implementation, and ensures and supervises the implementation of the principles and policies of the party and the state in the company. The party organization of the company is an organic part of the corporate governance structure. The company adheres to the synchronous planning of Party construction and production and operation.
The company has set up the Committee of CCDC Hecheng Engineering Consulting Co., Ltd. (hereinafter referred to as "the Party committee of the company") to play the leading role of Party construction and help the high-quality development of the enterprise.
Article 17 the number of shares subscribed by the promoters of the company and their shareholding Article 18 the number of shares subscribed by the promoters of the company, the shareholding 7 ratio, the method and time of capital contribution are
……
Article 22 under the following circumstances, the company may not purchase its own shares in accordance with Article 23. However, the provisions of laws, administrative regulations, departmental rules and the articles of association shall be excluded from any of the following circumstances:
It is stipulated that the acquisition of shares in the company:
8 ……
Except for the above circumstances, the company shall not buy or sell the company's shares (delete "except for the above circumstances, the company shall not buy or sell the company's shares.")
Article 23 the company may purchase its own shares through Article 24. The company may purchase its own shares through public centralized trading, or through laws, regulations and over public centralized trading, or other methods recognized by the CSRC in accordance with laws and administrative laws. And other methods approved by the CSRC.
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Article 26 the shares held by the shareholders of the company's promoters and the shares held by the shareholders of the company's promoters shall not be transferred within one year from the date of establishment of the company. The company's public shares shall not be transferred within one year from the date of establishment of the company. 10. The shares issued before the shares of the development bank and the shares issued before the company's public offering of shares shall not be transferred to shares within one year from the date of listing and trading on the stock exchange of the company, and shall not be transferred within one year from the date of listing and trading on the stock exchange. Non transferable.
Article 27 directors, supervisors and senior managers Article 28 the directors, supervisors and senior managers of the company shall report to the company the shares and personnel of the company they hold, and shall report to the company the changes in the shares of the company they hold; The number of shares transferred each year during his term of office and their changes; During his term of office, the annual transfer of shares shall not exceed 25% of the total shares of the company held by him, except for the change of shares due to judicial enforcement, inheritance, legacy, 25% of the company's shares and the division of property from the company's stock law. It shall not be transferred within one year from the date of listing and trading, except that the directors, supervisors and senior managers of the company shall cause changes in shares to the company due to judicial 11 enforcement, inheritance, legacy, legal division of property, etc. The above-mentioned personnel shall report their shares in the company and their changes half a year after their resignation, and shall not transfer their shares in the company.
The number of shares transferred each year during his term of office shall not exceed the number of shares he holds
25% of the total number of shares held by the company; The shares of the company held by the directors, supervisors and senior managers of the company shall not be the shares of the company within one year from the date of listing and trading of the company's shares
