Securities code: 603176 securities abbreviation: Huitong group Announcement No.: 2022032 Huitong Construction Group Co., Ltd
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.
According to the requirements of normative documents such as the guidelines for the articles of association of listed companies (revised in 2022) and the Listing Rules of Shanghai Stock Exchange (revised in January 2022) of China Securities Regulatory Commission and the latest amendments, Huitong Construction Group Co., Ltd. (hereinafter referred to as “the company”) held the 20th meeting of the first board of directors on April 8, 2022 in combination with the actual situation of the company, The proposal on Amending the articles of association of Huitong Construction Group Co., Ltd. was deliberated and passed. The proposal still needs to be submitted to the general meeting of shareholders for deliberation. At the same time, the board of directors requested the general meeting of shareholders to authorize the management of the company to handle subsequent industrial and commercial changes, filing of articles of association and other related matters. The relevant information is hereby announced as follows:
Before and after revision
Article 12 the company shall establish a Communist Party organization and carry out new activities of the party in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business scope Chapter II business purpose and scope
Article 13 business purpose of the company: the company makes full use of the current industry development opportunities, takes doing a good job in highway engineering construction business as the basis, and expands “one-stop” business
Guided by the “belt and road” international market and China’s key regional markets such as Beijing, Tianjin and Hebei, including xiong’an new area, accelerate the optimization of business structure and extend the direction of business development with the establishment of modern enterprise system as the driving force and technological innovation as the means, Build an industrial pattern integrating “R & D, design, procurement, construction and operation and maintenance”, adhere to building word-of-mouth projects, high-quality projects and landmark projects, and make every effort to build Huitong group into a nationally famous comprehensive service operator for urban and rural construction.
Article 12 business scope of the company: Article 14 business scope of the company: Highway Engineering, housing construction engineering and municipal public engineering construction. General contracting and construction contracting of municipal public works, mechanical and electrical works, water conservancy and electrotechnical works of highway works, housing construction works, mechanical and electrical works, water conservancy and hydropower projects; General contracting of highway engineering and construction; Highway pavement engineering, highway subgrade engineering, bridge face engineering, highway subgrade engineering, bridge engineering, tunnel engineering, highway traffic engineering, earth road engineering, highway traffic engineering, land consolidation, garden land consolidation, landscaping engineering, building intelligent forest green chemical engineering, building intelligent installation engineering, management installation engineering, pipeline and equipment installation engineering, mechanical and electrical equipment installation engineering Engineering, electromechanical equipment installation engineering, airport and airport facilities engineering, steel structure engineering, curtain wall construction engineering, steel structure engineering, curtain wall engineering, engineering, waterproof engineering, door and window engineering, indoor and outdoor decoration waterproof engineering, door and window engineering, indoor and outdoor decoration engineering, civil air defense engineering, environmental protection engineering, foundation Decoration Engineering, civil air defense engineering, environmental protection engineering, foundation engineering, urban and road lighting engineering General contracting and professional contracting of ancient building foundation engineering, urban and road lighting engineering and construction engineering; General contracting of highway, highway and ancient architectural projects, engineering design of municipal and housing construction; Engineering geology and industrial contracting; Hydrological survey services for highway, municipal and housing construction projects; Cement concrete and water engineering design; Mud stabilized macadam, lime fly ash macadam, emulsified asphalt and modification survey services for engineering geology and engineering hydrology; Processing and sales of cement concrete, cement stabilized emulsified asphalt, concrete prefabricated components, asphalt concrete macadam, lime fly ash macadam, emulsified asphalt and modified concrete; Comprehensive utilization of construction waste; Emulsified asphalt, precast concrete components and asphalt machinery leasing; Dredging and maintenance of municipal drainage pipelines; Concrete processing and sales; Construction of comprehensive highway maintenance project of construction waste; Contracting and utilization of strength and regulations; Machinery leasing; The performance of foreign highway engineering and maintenance projects; External construction; Contracting and dispatching the labor personnel required for the implementation of overseas projects in accordance with the strength, scale and performance (according to the applicable foreign engineering projects; dispatching the labor personnel required for the construction of overseas projects within the effective time limit of sjwjpz [2013] No. 27) (operating activities can be carried out only after the projects subject to approval according to law are approved by the effective time limit gate of relevant ministry sjwjpz [2013] No. 27).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Article 18 the shareholders of the company’s promoters and the shareholders of the company’s promoters at the time of establishment are as follows:
Article 21 the company shall operate and develop in accordance with the needs of operation and development. Article 23 the company may increase its capital in the following ways: increase its capital in accordance with the needs of operation and development, the provisions of laws and regulations, and the provisions of laws and regulations, subject to the determination of shares and the resolution of the general meeting of shareholders and the resolution of the general meeting of shareholders:
(I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) according to laws and administrative regulations, the company issues convertible corporate bonds and other methods approved by the CSRC.
When issuing convertible corporate bonds, the procedures and arrangements for the conversion of shares and the change of the company’s share capital caused by the conversion of shares shall be in accordance with laws, administrative regulations, departmental rules The provisions of the self-discipline rules of Shanghai Stock Exchange and other relevant documents, as well as the provisions of the company’s convertible corporate bond prospectus.
(VI) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 23 the company may purchase its own shares in accordance with laws, administrative regulations and departments under the following circumstances. However, there is one of the following exceptions: according to the regulations and the articles of association, the acquisition of shares of the company (I) reduces the registered capital of the company;
(II) with other companies holding shares of the company (I) reduce the registered capital of the company; Merger;
(II) use shares with other companies holding shares of the company (III) for employee stock ownership plan or company merger; Equity incentive for investors;
(III) use shares for employee stock ownership plan (IV) public or equity incentives made by shareholders to the general meeting of shareholders; The company disagrees with the resolution on merger and division and requires the company to accept (IV) the shares purchased by the shareholders due to the decision made by the shareholders’ meeting; The company disagrees with the resolution on merger and division and requires the company (V) to use its shares to convert the company’s shares issued by the company to purchase its shares; Corporate bonds convertible into shares;
(V) converting shares into listed companies; (VI) corporate bonds convertible into shares issued by the company to maintain the company’s value and shareholders; Required for equity.
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 29 the directors, supervisors and senior managers of the company holding more than 5% of the shares, the shareholders holding more than 5% of the shares of the company, the directors, supervisors and senior managers, and the shareholders holding more than 5% of the shares of the company shall sell the shares of the company they hold within 6 months after they buy the shares of the company or other shares they hold, Or the equity securities sold after the sale are sold within 6 months after the purchase, and the proceeds are returned to the principal, or the securities purchased within 6 months after the sale are owned by the company, and the board of directors of the company will recover the proceeds, which will be returned to the company, and the directors of the company will receive the proceeds. However, the securities company will recover its income due to the purchase of underwriting. However, if a securities company holds more than 5% of the shares after selling the remaining shares, it is not subject to the six-month time limit to hold 5% of the remaining shares after the purchase package sale to sell the shares. Except for those who hold shares and those whose board of directors does not execute other circumstances in accordance with the provisions of the preceding paragraph as stipulated by the CSRC.
If yes, the shareholders have the right to require the board of directors to execute within the directors, supervisors and senior management referred to in the preceding paragraph 30 days. If the board of directors of the company fails to the shares held by the personnel or natural person shareholders or their execution within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in the interests of the company with his equity securities, including those held by his spouse, parents and children and taking advantage of the accounts of others. Shares held by the company or other equity securities not pledged by the board of directors of the company in accordance with paragraph 1. In case of execution, the responsible directors shall bear joint and several liabilities for the failure of the board of directors to implement the provisions of this article according to law. The shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement 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.
If the board of directors of the company fails to implement the provisions of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 41 the general meeting of shareholders is the authority of the company Article 43 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) decide on the company’s business policy and investment plan (I) decide on the company’s business policy and investment plan; Plan;
(II) elect and replace directors and supervisors who are not held by employee representatives (II) elect and replace directors and supervisors who are not held by employee representatives, decide on relevant directors, directors and supervisors, and decide on the remuneration of relevant directors, supervisors and supervisors; Remuneration matters;
(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 plan (V) review and approve the company’s annual financial budget plan and final account plan; Settlement plan and final settlement plan;
(VI) review and approve the company’s profit distribution (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case and loss recovery 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; Make a resolution in this;
(VIII) make resolutions on the issuance of shares and bonds of the company (VIII) make resolutions on the issuance of shares and bonds of the company;
