Stock Code: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) stock abbreviation: Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) Announcement No.: 2022027
Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The proposal on Amending the articles of association of the company (hereinafter referred to as "the second meeting of the board of directors") was considered and adopted on August 31, 2023. According to the guidelines for the articles of association of listed companies (revised in 2022) and the actual situation of the company, the corresponding provisions of the articles of association of Hangzhou Hangzhou Dadi Haiyang Environmental Protection Co.Ltd(301068) environmental protection Co., Ltd. (hereinafter referred to as the articles of association) of the company are amended. This amendment of the articles of association needs to be submitted to the general meeting of shareholders for deliberation.
The relevant information is hereby announced as follows:
1、 Details of amendments to the articles of Association
newly added
Article 12 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To purchase the 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) cooperate with other companies holding shares of the company (III) use shares for employee stock ownership plan or equity merger; Excitation;
(III) use the shares for the employee stock ownership plan or equity (IV) the company merger and incentive made by the shareholders to the general meeting of shareholders; Dissenting from the division resolution and requiring the company to purchase its shares;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution made by the general meeting of shareholders that the company (V) use the shares to convert the convertible shares issued by the company into merger and division; Corporate bonds of stocks;
(V) use the shares to convert the convertible bonds issued by the company (VI) the company's shares are necessary to maintain the company's value and shareholders' rights and interests; Yes.
(VI) the company's efforts to safeguard the company's value and shareholders' rights and interests
Required. Except for the above circumstances, the company shall not acquire the shares of the company. Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares through public centralized trading, or through the centralized trading disclosed in laws and regulations, or other methods recognized by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.
If the company acquires its own shares under the circumstances specified in items (V) and (VI) due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall purchase its own shares through public centralized trading. If the shares are purchased through public centralized trading, it shall be carried out through public centralized trading. conduct.
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company shares because of the company, it shall be decided by the general meeting of shareholders; If the company purchases the shares of the company due to the circumstances specified in Item (III) of paragraph 1 of Article 23, item (V), item (III), item (V) and item (VI) of paragraph 1 of Article 24, and the circumstances specified in Item (VI) of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, Resolutions of the board meeting attended by more than two-thirds of the directors. 2. Resolutions of the board meeting attended by more than two directors.
In accordance with paragraph 1 of Article 23 of the articles of association, if the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, it belongs to item (I), and if the shares of the company belong to item (I), it shall be cancelled within 10 days from the date of acquisition; (II) cancellation within 10 days from the date of acquisition; In the case of items (II), (IV) and (IV), it shall be transferred within 6 months. In the case of items, it shall be transferred or cancelled within 6 months; Belonging to or cancelled; In the case of items (III), (V), (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years. cancellation.
Article 29 directors, supervisors and senior management of the company Article 30 directors, supervisors, senior management, personnel and shareholders holding more than 5% of the company's shares sell the company's shares held by shareholders holding more than 5% of the company's shares within 6 months after purchase, or the company's shares or other equity securities are purchased by buyers within 6 months after sale, The proceeds thus obtained shall be sold within 6 months after the return, or purchased within 6 months after the sale, which shall be owned by the company, and the board of directors of the company will recover the proceeds.
The income thus obtained belongs to the company and will be recovered by the board of directors of the company. However, the securities company holds its income due to the exclusive sale of the remaining after-sales shares. However, if a securities company has more than 5% of the shares left after sales due to underwriting, the sale of the shares is not subject to the restrictions of the CSRC. Except for other circumstances stipulated by the board of directors.
The directors, supervisors and senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, or the shares held by the shareholders of other persons with the nature of equity or other securities with the nature of equity, including the and interest securities held by their spouses, parents and children, including their spouses, parents Shares held by children or by others in other people's accounts or shares held in other equity accounts or other equity securities. Pledged securities. If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. board of directors
If the board of directors of the company fails to implement in accordance with the provisions of the preceding paragraph and the shareholders fail to implement within the above-mentioned period, the shareholders have the right to require the board of directors to implement within 30 days for the benefit of the company. The board of directors of the company directly brings a lawsuit to the people's court in its own name.
If the execution is not carried out within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company's board of directors not carrying out the execution in accordance with the provisions of paragraph 1 of this article. The responsible directors shall be jointly and severally liable according to law.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 40 the general meeting of shareholders is the authority of the company, and Article 41 the general meeting of shareholders is the authority of the company. It shall exercise the following functions and powers according to 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, directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors; Supervisors, and 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; (V) review and approve the company's annual financial budget plan, plan and final settlement plan; Final settlement plan;
(VI) review and approve the company's profit distribution plan and (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 and liquidation of the company or (IX) make resolutions on the merger, division, dissolution and liquidation of the company or change the form of the company; 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） Deliberating and approving the Guarantees specified in Article 41 (12) deliberating and approving the Guarantees specified in Article 42; Item;
（13） Review the purchase and sale of major assets by the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the company's latest audited total assets, and the assets exceed 30% of the company's latest audited total assets; Item;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; Item; （15） Review the equity incentive plan and employee stock ownership plan; （15） Review the equity incentive plan; （16） Review laws, administrative regulations and departmental rules or (XVI) review laws, administrative regulations and departmental rules and other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association.
Or other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association.
Article 41 the following external guarantees of the company shall be. Article 42 the following external guarantees of the company shall be examined and approved by the shareholders' meeting. It was deliberated and adopted by the Eastern Conference.
(I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets (I) the amount of a single guarantee exceeds 10% of the company's latest audited net assets; Guarantee of 10% of net assets;
(II) external guarantee of the company and its holding subsidiaries (II) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches the total amount of the company's latest audited net assets and exceeds 50% of the company's latest audited net assets; Any guarantee provided later;
(III) providing guarantee for the guarantee object with asset liability ratio exceeding 70% (III) providing guarantee for the guarantee object with asset liability ratio exceeding 70%; Guarantee for supply;
(IV) the amount of guarantee within 12 consecutive months exceeds 30% of the company's latest audited total assets; 30% of the total assets audited in the latest period;
(V) the guarantee amount exceeds 50% of the latest audited net assets of the company within 12 consecutive months and the absolute amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 5,00
