Securities code: Haitian Water Group Co.Ltd(603759) securities abbreviation: Haitian Water Group Co.Ltd(603759) Announcement No.: 2022016 Haitian Water Group Co.Ltd(603759)
Announcement on revising and formulating relevant systems
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.
Haitian Water Group Co.Ltd(603759) (hereinafter referred to as "the company") held the 29th meeting of the third board of directors and the 21st Meeting of the third board of supervisors on April 11, 2022, deliberated and adopted the proposal on Amending 11 systems such as the articles of association and the proposal on Amending 3 systems such as the working system of the Secretary of the board of directors, The specific contents of the revision and formulation of the articles of association of Haitian Water Group Co.Ltd(603759) company (hereinafter referred to as the "articles of association") and relevant systems are hereby announced as follows:
1、 Reasons and basis for revision
In order to further prompt and standardize the operation level and improve the corporate governance structure, the company systematically combed and revised the articles of association and relevant systems in accordance with the latest provisions of laws, regulations and normative documents such as the company law, the securities law, the guidelines for the articles of association of listed companies, the rules for the general meeting of shareholders of listed companies and the Listing Rules of Shanghai Stock Exchange.
2、 Revision of articles of association and relevant systems
(I) revised articles and specific revised contents of the articles of Association
Before and after revision
Article 6 company domicile: tianfuxin, Chengdu, Sichuan province article 6 company domicile: No. 506, south section of Hupan Road, single district, building 1, No. 57, community main street, Changzhen, Xinglong Street, Tianfu new area, Chengdu, Sichuan Province, postal code: 610213. Yuan No. 10, postal code: 610000.
Article 7 the registered capital of the company is 31200 yuan. Article 7 the registered capital of the company is 461.76 million yuan and the paid in capital is 312 million yuan. Ten thousand yuan. (1) the Secretary of the board of directors, the Secretary of the board of directors and other responsible persons of the company identified in Article 12 of the articles of association refer to the Secretary of the board of directors, the deputy president of Finance and other responsible persons of the company identified in the articles of association. Clerk.
Article 21 the total number of shares of the company is 312 million. Article 21 the total number of shares of the company is 461.76 million, all of which are ordinary shares. Shares, all ordinary shares. (Note 2)
Article 13 the company shall establish a Communist Party organization and carry out party activities 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.
Article 30 directors, supervisors and senior managers of the company Article 31 directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares or other equity held by them within 6 months after they buy the company's shares, or buy them again within 6 months after they sell them, Securities of this nature are sold within 6 months after the purchase, or the proceeds therefrom belong to the company, and the directors of the company buy them again within 6 months after the sale, and the proceeds therefrom will be recovered. However, the securities are owned by the company, and the board of directors of the company will recover 5% of the remaining after-sales shares held by its company due to underwriting. However, if a securities company purchases after-sale shares due to underwriting, the sale of the shares is not subject to the remaining shares in six months and holds more than 5% of the shares, as well as China's restrictions. Except for other circumstances stipulated by the CSRC.
If the board of directors of the company fails to execute the directors, supervisors, senior managers and shareholders mentioned in the preceding paragraph in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to execute within 30 days. Shares held by natural person shareholders or other securities with equity nature that have not been executed by the board of directors of the company within the above-mentioned period, including the shares directly held by their spouses, parents and children in their own name and held in the account of others for the benefit of the company, or bring a lawsuit to the people's court. Other equity securities.
If the board of directors of the company fails to act in accordance with the provisions of paragraph 1 of this article, and the responsible directors are jointly and severally liable according to law, the shareholders have the right to require the board of directors to act within 30 days. that 's ok. 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 power organ of the company. Article 42 the general meeting of shareholders is the power organ 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) elect and replace directors, directors and supervisors who are not held by employee representatives; (II) elect and replace directors, directors and supervisors who are not held by employee representatives, decide on the reports and supervisors of relevant directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Item;
(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 covering 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; Resolutions;
(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 (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; To make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) resolutions on the employment and dismissal of accounting firms by the company; Make resolutions;
（12） (12) to examine and approve the guarantee matters specified in Article 43; matter;
（13） Review the company's purchase and sale within one year (XIII) review the matters that the company's purchase and sale of major assets within one year exceeds 30% of the company's latest audited total assets; 30% of matters;
（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 (XV) review the equity incentive plan; Draw;
（16） Review laws, administrative regulations and departmental regulations (XVI) review other matters that shall be decided by the general meeting of shareholders or by the general meeting of shareholders according to laws, administrative regulations, departmental rules and regulations or the articles of association.
matter.
The functions and powers of the above-mentioned general meeting of shareholders shall not be authorized, and the functions and powers of the above-mentioned general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization. Make.
Article 42 the following external guarantees of the company shall be subject to the approval of the general meeting of shareholders: the following external guarantees of the company shall be subject to the approval of the general meeting of shareholders:
(I) external guarantee of the company and its holding subsidiaries; (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount audited in the latest period of the company, exceeds 50% of the audited net assets in the latest period and 50% of the calculated net assets; Any guarantee provided later; (II) the total amount of the company's external guarantee reaches or exceeds (II) the total amount of the company's external guarantee, which exceeds 30% of the latest audited total assets and is provided after 30% of the latest audited total assets
Any guarantee provided by the; Guarantee;
(III) guarantee for guarantee objects with asset liability ratio exceeding 70% (III) guarantee for guarantee objects with asset liability ratio exceeding 70%; The guarantee provided;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets; 10% of the encumbered assets;
(V) the guarantee amount shall be accumulated within 12 consecutive months (V) the guarantee amount shall be accumulated within 12 consecutive months, exceeding the company's latest audited calculation principle and 30% of the company's latest audited total assets; 30% guarantee of property;
(VI) according to the principle of accruing and calculating the guarantee amount to shareholders, actual controllers and their related parties within 12 consecutive months, it exceeds the guarantee provided by the company in the latest audit; 50% of the net assets, and the absolute amount exceeds 50 million (VII) yuan or more specified by the CSRC and Shanghai Stock Exchange; Other guarantees to be considered and approved by the general meeting of shareholders. (VII) guarantee provided to shareholders, actual controllers and their related parties during the deliberation of the general meeting of shareholders; In the case of the guarantee proposal provided by the shareholder and its affiliates, the shareholder or (VIII) the shareholder regulated by the CSRC and the Shanghai Stock Exchange and controlled by the actual controller shall not participate in other voting required to be deliberated and approved by the general meeting of shareholders, and the voting shall be guaranteed by the shareholders attending the general meeting of shareholders. He is approved by more than half of the voting rights held by shareholders. However, when the general meeting of shareholders deliberates the guarantee matters specified in Item (V) of the preceding paragraph for the shareholders and the general meeting of actual controllers, and the guarantee proposal provided by the shareholders and their affiliates, the shares must be approved by more than two-thirds of the non voting rights of the shareholders held by the unrelated shareholders present at the meeting or the shareholders controlled by the actual controller. May participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, if the general meeting of shareholders is held, they shall notify the board of directors in writing, and report to the dispatched office of the CSRC and the stock exchange where the company is located.
For the record of the stock exchange. Before the announcement of the resolution of the general meeting of shareholders, the proportion of shareholders' shares held by the convening shareholders before the announcement of the resolution of the general meeting of shareholders shall not be less than 10%. The shareholding ratio of the board of supervisors or convening shareholders shall not be less than 10%. Shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the resolution of the general meeting of shareholders. When announcing the resolution of the general meeting of shareholders, relevant supporting materials shall be submitted to the dispatched office of the CSRC and the stock exchange where the company is located. Article 56 the notice of the general meeting of shareholders includes the following contents Article 57 the notice of the general meeting of shareholders includes the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation; (III) explanation in obvious words: all shareholders (III) explanation in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust a proxy in writing to attend the general meeting of shareholders, and can entrust a proxy in writing to attend the meeting and vote. The shareholder attends the meeting and vote by proxy, and the proxy need not be a shareholder of the company; Is a shareholder of the company;
(IV) equity registration of shareholders entitled to attend the general meeting of shareholders (IV) shares entitled to attend
