Securities code: Sumec Corporation Limited(600710) securities abbreviation: Sumec Corporation Limited(600710) Announcement No.: 2022018 su Guangdong Xinhui Meida Nylon Co.Ltd(000782) 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. Su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd. (hereinafter referred to as "the company") held the 13th meeting of the ninth board of directors on April 11, 2022, deliberated and adopted the proposal on Amending the articles of association, The details are as follows: according to the company law, the securities law, the revised guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shanghai Stock Exchange (revised in 2022) and other laws, administrative regulations, departmental rules and normative documents issued by the CSRC and Shanghai stock exchange, the company revised the relevant provisions of the articles of association. The comparison table of amendments to the articles of association is as follows:
Before and after revision
Article 10 the organization of the Communist Party of China shall be established in accordance with the provisions of the constitution of the Communist Party of China. The Party committee shall play the leading core and political core role in the organization of the Communist Party of China, and the Party committee shall play the leading core and political core role in guiding, managing the overall situation and ensuring implementation. The core role of public governance is to focus on the direction, manage the overall situation and promote the implementation. The company shall establish the working organization of the party and allocate a sufficient number of Party departments, establish the working organization of the party and allocate a sufficient number of party affairs staff to ensure the working funds of the party organization. Work personnel to ensure the working funds of Party organizations.
Article 14 after being registered according to law, The business scope of the company is as follows: "Article 14 after being registered according to law, the business scope of the company is: "It is allowed to contract overseas projects and domestic international bidding projects, and dispatch work permit projects: construction project construction; electrical installation services; labor personnel in the fuel range, production and service industries. It is self-supporting and acting as an agent for the installation and maintenance of gas combustion appliances, the import and export of various commodities and technologies, and carries out three supplies and one compensation and import general projects: foreign contracted projects; bidding agency business; material processing business, counter sales trade and entrepot trade, and engaged in Import and export of goods; Technology import and export; Import and export agency; From the international shore trade operation of using foreign loans and Chinese funds to purchase mechanical and electrical products; Information consulting services (excluding licensing information bidding business and other international bidding procurement business (Class A), information consulting services); Financial institutions engaged in information outsourcing services (excluding financial services and information technology outsourcing services); Power, communication lines, oil, gas, water supply, drainage and engineering management services; General mechanical equipment installation services; Installation of light heating and other pipeline systems and various mechanical equipment, and manufacturing of municipal voltage equipment and components; Construction and sales of photovoltaic equipment and components marketing engineering, electromechanical equipment installation engineering and environmental protection engineering; Battery manufacturing; Battery sales; Sales of metal materials; And contracting, production and trade of photovoltaic cell modules, sales of wind energy and optical metal products; Enterprise management consulting. (subject to the approval of the construction and trade of the registered machine volt power station and system integration project. Metal materials) ", the sales of products, and the consultation and design of engineering projects. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). "
Article 25 when purchasing the shares of the company, the company may choose to purchase the shares of the company in one of the following ways: public centralized trading, or centralized bidding trading in laws and regulations and China (I) stock exchange; Other methods approved by the CSRC.
（2） Method of offer; The company shall adopt other methods approved by the CSRC due to item (III) of paragraph 1 of Article 24 of the articles of association. The acquisition of shares of the company under the circumstances specified in items (V) and (VI) shall be carried out through public centralized trading.
Article 26 If the company purchases the shares of the company due to the reasons specified in items (I) and (II) of Article 24 of the articles of association and the reasons specified in items (I) and (II) of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If the company's shares are due to this chapter, it shall be decided by the general meeting of shareholders. For the reasons specified in items (III), (V) and (VI) of Article 24 and (III), (V) and (VI) of Article 24 of the articles of association, the acquisition of shares of the company for the reasons specified in Item (VI) shall be subject to the resolution of the board of directors attended by more than two-thirds of the directors and the resolution of the board of directors attended by more than two-thirds of the directors. The acquisition of the company in accordance with the provisions of Article 24 is approved by the public consultation. After the company purchases the shares of the company in accordance with Article 24, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; It belongs to item (II) and is cancelled within 10 days from the date of acquisition; In case of items (II) and (IV), it shall be transferred within 6 months, or in case of item (IV), it shall be transferred or cancelled within 6 months; Those belonging to items (III), (V) and (III) shall be cancelled; In the case of item (III), (V) and (VI), and in the case of item (VI) of the company's shares held by the company in total, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years. And shall be transferred or cancelled within three years.
Where the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be carried out through public centralized trading. Article 30 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company, and the shareholders holding more than 5% of the shares of the company (including the shareholders holding more than 5% of the shares of the company (including the persons acting in concert), sell the shares of the company held by them within six months after they buy the shares of the company, Or buy again within 6 months after the sale, sell equity securities within 6 months after the purchase, or the proceeds therefrom shall belong to the company, and the board of directors of the company shall buy again within 6 months after the sale, and the proceeds therefrom will be recovered.
However, if the securities company is owned by the company due to underwriting, and the board of directors of the company will recover its income from the purchase of after-sales remaining shares and hold more than 5% of the shares, the sale proceeds. However, the securities company is not subject to the six-month time limit due to the remaining stock after the purchase package sales. If the board of directors of a securities company under the State Council fails to comply with the provisions of the preceding paragraph, except under other circumstances prescribed by the securities regulatory authority. 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, 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, 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. According to Article 41, the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: the law exercises the following functions and powers:
（1） Decide on the company's business policy and investment plan; （1） Decide on the company's business policy and investment plan;
（2） Elect and replace directors who are not staff representatives; (2) elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors; Supervisors, and decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors; （3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors; （4） Review and approve the report of the board of supervisors;
（5） Review and approve the company's annual financial budget plan and decision (5) review and approve the company's annual financial budget plan and final settlement plan; Calculation scheme;
（6） Review and approve the company's profit distribution plan and loss recovery plan (6) review and approve the company's profit distribution plan and loss recovery plan; Loss plan;
（7） Make resolutions on the increase or decrease of the company's registered capital (7) make resolutions on the increase or decrease of the company's registered capital; Discussion; （8） Make resolutions on the issuance of corporate bonds;
（8） Make resolutions on the issuance of corporate bonds; （9） (9) to make resolutions on the merger, division, dissolution, liquidation or change of company form;
Making resolutions in a more corporate form; （10） Amend the articles of Association;
（10） Amend the articles of Association; （11） (11) to make resolutions on the employment and dismissal of accounting firms by the company;
Resolutions; （12） Deliberating and approving the guarantee matters specified in Article 42; （12） Review and approve the Guarantees specified in Article 42 (13) review the purchase and sale of major assets by the company within one year; Events exceeding 30% of the company's total audited assets in the latest period; （13） Review the purchase and sale of major capital within one year (14) review and approve the change of the purpose of the raised capital; If the assets exceed 30% of the company's total assets audited in the latest period (XV), review the equity incentive plan and the company's employee stock ownership plan; Item; （16） (14) to review and approve the change of the purpose of the raised funds as required by laws and regulations or the articles of Association; Other matters decided by the general meeting of shareholders. （15） Review the equity incentive plan; （16） Review other matters that shall be decided by the general meeting of shareholders according to laws and regulations or the articles of association. Article 42 the following external guarantees of the company shall be approved by the shareholders' meeting. Article 42 the following external guarantees of the company shall be approved by the shareholders' meeting. It was deliberated and adopted by the Eastern Conference.
(I) the external guarantee amount of the company and its holding subsidiaries (I) exceeds the latest audited amount of the company
The total amount of guarantee, which reaches or exceeds 10% of the latest audited net assets;
Any guarantee provided after 50% of; (II) guarantee provided by the company and its holding subsidiaries (II) any guarantee provided after the total amount of guarantee accumulated within 12 consecutive months exceeds the latest audited net assets of the company and exceeds 50% of the latest audited total assets of the company;
30% guarantee; (III) the total amount of guarantee provided by the company and its holding subsidiaries to the outside world (III) shall be calculated according to the principle that the guarantee amount is accumulated within 12 consecutive months, which exceeds 30% of the company's latest audited total assets, and any guarantee provided later if it exceeds the company's latest audited net assets;
50%, and the absolute amount exceeds 50 million yuan; (Ⅳ) according to the cumulative calculation of the guarantee amount within 12 consecutive months (Ⅳ) the principle of providing guarantee for the guarantee object with an asset liability ratio of more than 70%, which exceeds 30% of the company's latest audited total assets; Guarantee of;
(V) the amount of a single guarantee exceeds the latest audited net assets (V) provide 10% guarantee for the guarantee object with an asset liability ratio of more than 70%; Guarantee of;
(VI) guarantee to shareholders, actual controllers and their related parties (VI) guarantee to shareholders, actual controllers and their related parties
