Announcement on amendments to the articles of Association
The company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
On April 8, 2022, the 12th meeting of the 8th board of directors of Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) approved the proposal on amending some articles of the articles of association. In accordance with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies and other relevant laws, regulations and normative documents of the China Securities Regulatory Commission, the company plans to amend some provisions of the articles of association as follows:
Before and after revision
Article 2 Yintai Gold Co.Ltd(000975) (hereinafter referred to as Article 2 Yintai Gold Co.Ltd(000975) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions. He is a joint stock limited company established in accordance with relevant regulations.
The company was established by Chongqing Municipal People’s Government on May 20, 1999 and approved by Chongqing Municipal People’s Government Fu [1999] No. 90 on May 20, 1999; It was established in the form of initiation with the approval of YF [1999] No. 90 document, registered with Chongqing Administration for Industry and commerce, obtained the registration of Chongqing Administration for Industry and Commerce and obtained the business license. The unified social credit code of the company is the license. The current registration authority of the company is Xilin Gol League Market 911525007116525588. The unified social credit code of the supervision and administration bureau is 911525007116525588.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 23 of the law. However, the provisions of laws, administrative regulations, departmental rules and the articles of association are, except for one of the following circumstances:
(I) reduction of the company’s registered capital by acquisition of shares;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive;
Excitation; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; (IV) the shareholders request the company to purchase their shares due to their objection to the company merger and division resolution made by the general meeting of shareholders; Dissent from the division resolution and require the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies (V) converting shares into convertible corporate bonds issued by listed companies;
Corporate bonds converted into shares; (VI) necessary for the company to maintain the company’s value and shareholders’ rights and interests (VI) necessary for the listed company to maintain the company’s value and shareholders’ rights and interests. Required. Except for the above circumstances, the company will not buy or sell its shares. Article 29 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company, and the shareholders holding more than 5% of the shares of the company by the directors shall transfer the matters, supervisors and senior managers they hold to the company
If the company’s shares are sold within 6 months after the purchase, or the company’s shares or other equity securities are sold within 6 months after the purchase, the proceeds will be sold within 6 months after the company sells them, or the company will buy them again within 6 months after the sale, and the board of directors of the company will recover the proceeds. However, the income thus obtained belongs to the company. The board of directors of the company is that the securities company will recover its income due to the underwriting and purchase of the remaining after-sales shares. However, if a securities company has more than 5% of the shares, the sale of the shares is not subject to the restriction of holding more than 5% of the shares after the purchase and sale of the remaining shares within 6 months. And other circumstances stipulated by the CSRC, except that the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have. The right to require the board of directors to implement within 30 days. If the board of directors of the company fails to execute the above-mentioned directors, supervisors and senior managers within the above-mentioned period, the shareholders have the right to directly file a securities lawsuit in the people’s court in their own name for the shares or other interests with the nature of equity held by the company’s shareholders, including those held by their spouses, parents and children. Stocks held in other people’s accounts or other equity securities that are not executed by the board of directors of the company in accordance with the provisions of paragraph 1.
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 of this article, 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 paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 37 the shareholders of the company shall undertake the following obligations: Article 37 the shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association;
(II) pay the shares according to the shares subscribed and the method of participation; (II) pay the share capital according to the shares subscribed and the method of participation; Gold;
(III) no withdrawal except as provided by laws and regulations; (III) no withdrawal except as provided by laws and regulations; (IV) not abuse the rights of shareholders to damage the company or other shares; The interests of shareholders; (IV) abuse the rights of shareholders to damage the limited liability of the company or other shareholders to damage the interests of creditors of the company; The interests of shareholders; It is not allowed to abuse the independent status of the company’s legal person and the shareholders’ rights of the company to give the company or other shareholders limited liability and damage the interests of the creditors of the company;
If losses are caused, it shall be liable for compensation according to law.
(V) other obligations that the company’s shareholders should bear when abusing the independent status of the company’s legal person and the limited responsibilities of shareholders in accordance with laws, administrative regulations and the articles of association. If a shareholder of the company abuses the rights of shareholders to the company or other shareholders, he shall be jointly and severally liable for the debts of the company. (V) in case of losses caused by laws, administrative regulations and the articles of association, it shall be liable for compensation according to law.
Other obligations. Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company.
Article 39 the controlling shareholders and actual controllers of the company article 39 the controlling shareholders and actual controllers of the company shall not use their affiliated relations to damage the interests of the company. Violation of regulations may use its affiliated relationship to damage the interests of the company. Those who violate the provisions and cause losses to the company shall be liable for compensation. Those who cause losses to the company shall be liable for compensation. Ren. The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and the company’s social security. The controlling shareholders and actual controllers of the company have the obligation of good faith to the company and the public shareholders of the company. The controlling shareholders shall strictly supervise the public shareholders and bear the obligation of good faith. The controlling shareholder shall exercise the rights of the contributor in strict accordance with the law. The controlling shareholder shall not exercise the rights of the contributor in accordance with the law. The controlling shareholder shall not damage the legitimate rights and interests of the company and the public by means of profit distribution, asset reorganization, foreign investment, capital occupation, profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee, etc, It shall not use its controlling position to damage the legitimate rights and interests of shareholders, and shall not use its controlling position to damage the interests of the company and public shareholders. The interests of the company’s controlling shareholders and the public shareholders. The shareholder or the actual controller shall not take advantage of its controlling position to occupy
Company assets. Maintaining the safety of the company’s funds is the legal obligation of the company’s directors, supervisors and senior managers. When it is found that the controlling shareholder or actual controller of the company has the occupation of funds, it shall be stopped in time. The board of directors of the company shall establish a “freeze upon occupation” mechanism for the shares held by major shareholders. If it is found that the controlling shareholders or actual controllers of the company illegally occupy the company’s assets, the board of directors of the company shall immediately apply for judicial freezing of the shares held by them. If they cannot be repaid in cash, they shall repay the occupied assets by realizing their equity. As the first person responsible for the “freeze upon occupation” mechanism, the chairman of the company, the financial director and the Secretary of the board of directors shall assist him in the “freeze upon occupation” work. If it is found that the directors and senior managers of the company assist and connive at the controlling shareholders and their subsidiaries to occupy the company’s assets, the board of supervisors shall, based on the facts and evidence, request the general meeting of shareholders and the board of directors of the company to punish the person directly responsible according to the seriousness of the case, and remove the director who is seriously responsible. Article 40 the general meeting of shareholders is the authority of the company. According to law, the general meeting of shareholders is the authority of the company and exercises 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) election and replacement of directors and supervisors (II) election and replacement of directors and supervisors (excluding supervisors held by employee representatives), determination of remuneration of relevant directors and supervisors (excluding supervisors held by employee representatives), and determination of remuneration of relevant directors and supervisors;
(III) review and approve the report of the board of directors; matter;
(IV) review and approve the report of the board of supervisors; (III) review and approve the report of the board of directors;
(V) review and approve the company’s annual financial budget plan, (IV) review and approve the report of the board of supervisors;
Final settlement plan; (V) review and approve the company’s annual financial budget plan; (VI) review and approve the company’s profit distribution plan and make-up final account plan;
Loss plan; (VI) review and approve the company’s profit distribution plan and make up for (VII) make decisions on the increase or decrease of the company’s registered capital; Discussion;
(VIII) make resolutions on the issuance of corporate bonds; (VII) make resolutions on the increase or decrease of the registered capital of the company (IX) make resolutions on the merger, division, dissolution, liquidation or liquidation of the company;
Make a resolution on changing the form of the company; (VIII) make resolutions on the issuance of corporate bonds;
(x) amend the articles of Association; (IX) to make resolutions on the merger, division, dissolution and liquidation of the company or (XI) to change the form of the company by hiring or dismissing an accounting firm;
Issue resolutions; (x) amend the articles of Association;
（12） Deliberating and approving the guarantee matters specified in Article 41 (11) making suggestions on the employment and dismissal of accounting firms by the company; （13） Review the company’s resolutions on the purchase and sale of major products within one year; If the assets exceed 30% of the total audited assets of the company in the latest period (12), review and approve the guarantee matters specified in Article 41; Item;
（14） Review and approve the change of the purpose of the raised funds; （13） Review the company’s purchase and sale of major equity incentive plans within one year (XV); (16) review laws, administrative regulations, departmental rules or matters if the assets exceed 30% of the company’s total audited assets in the latest period; (14) other matters that shall be decided by the general meeting of shareholders in accordance with the articles of Association (14) to review and approve the change of the purpose of the raised funds; Item. The authority of the above general meeting of shareholders shall not be authorized by (XV) to review the equity incentive plan and employee stock ownership plan; The board of directors or other institutions and individuals shall exercise on behalf of them. （16） Review laws, administrative regulations, departmental rules or
Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association.
The functions and powers of the above general meeting of shareholders shall not be authorized by the company
