Securities code: Changchai Company Limited(000570) , 200570 securities abbreviation: Changchai Company Limited(000570) , Su Changchai B Announcement No.: 2022017
Changchai Company Limited(000570)
Announcement on increasing the business scope of the company and amending the articles of association and other systems
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.
Changchai Company Limited(000570) (hereinafter referred to as “the company”) held the 12th meeting of the ninth session of the board of directors and the 11th meeting of the ninth session of the board of supervisors on April 11, 2022, and deliberated and adopted the proposal on increasing the company’s business scope and amending the articles of association, the proposal on Amending the rules of procedure of the board of directors, the proposal on Amending the rules of procedure of the general meeting of shareholders and the proposal on Amending the system of independent directors. In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the governance of listed companies and the regulations implemented on January 5, 2022
A series of new regulations, such as the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2), the rules for the general meeting of shareholders of listed companies (revised in 2022) (CSRC announcement [2022] No. 13), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) and the guidelines for self discipline supervision of listed companies No. 1 – standardized operation of listed companies on the main board (revised in 2022), and in combination with the actual situation of the company, The company plans to add “Internet of things equipment manufacturing; Internet of things equipment sales; marine supporting equipment manufacturing; steam turbine and auxiliary equipment manufacturing; steam turbine and auxiliary equipment sales” to its business scope, and revise the corresponding provisions in the articles of association, rules of procedure of the board of directors, rules of procedure of the general meeting of shareholders and independent director system in accordance with the above laws and regulations.
The specific contents of the amendment of the articles of association are as follows:
No. contents of the original articles of association revised articles of Association
Article 3 on February 2, 1994, the company issued 40 million domestic shares of RMB common shares and 10 million Chinese and French shares of RMB common shares on February 2, 1994 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) and China Securities Regulatory Commission (hereinafter referred to as “Jian [1994] No. 9 document), There are 40 million domestic shares in public shares, including 13 million corporate shares. 30 million shares of the public, 10 million shares of the public and 30 million shares of the public. On July 1, 1994, 30 million social public shares were listed on Shenzhen Stock Exchange in July 1994. The company’s shares issued to overseas investors will be listed on Shenzhen Stock Exchange on January 1. The 100 million shares of listed foreign capital shares issued to overseas investors by the domestic company, which was subscribed and listed in Hong Kong dollars, were listed on the Shenzhen Stock Exchange on September 13, 1996. 100 million shares were listed on Shenzhen Stock Exchange on September 13, 1996.
Article 12 according to the provisions of the party constitution and the provisions of the Changchai Company Limited(000570) chapter of the Communist Party of China on the establishment of the Communist Party of China, the company establishes the Changchai stock Committee of the Communist Party of China (hereinafter referred to as the Party committee of the company) and the Committee of the Company Limited (hereinafter referred to as the “Party committee of the company is the political core of the company and focuses on the Party committee”) to carry out party activities. The company provides necessary conditions for the activities organized by the Party group 2, which plays an important role in guiding the direction, managing the overall situation and ensuring implementation. The Party committee of the company establishes the working organization of the party, and the allocation and development of work is the political core of the company. It focuses on giving full play to the direction and required party affairs staff, ensuring the important role of the party organization in managing the overall situation and ensuring implementation, and establishing the working funds. The party’s working organs shall be equipped with party affairs staff needed to carry out their work and ensure the working funds of the party organization.
Article 14 after registration according to law, the business scope of the company is: internal combustion engine and supporting units, drag camp scope: internal combustion engine and supporting units, tractor, harvester, plant protection machinery, planter, harvester, plant protection machinery, planting machinery, engineering machinery, environmental protection machinery, animal husbandry machinery, engineering machinery, environmental protection machinery, animal husbandry machinery Grain and oil processing machinery, mechanized agriculture and machinery, grain and oil processing machinery, mechanized agriculture and gardening machines and tools, molds, fixtures, spare parts and gardening machines and tools, molds, fixtures, spare parts and accessories production, processing, research, development, marketing, technical consultation; Data processing, storage and sale, technical consultation; Data processing, storage and development services; Self support and agency of various commodities and development services; Self support and agency of import and export business of various commodities and technologies (import and export business prohibited or restricted by the state (excluding commodities and Technologies Prohibited or restricted by the state). (except for the commodities and technologies operated by the designated enterprise); Manufacturing of marine supporting equipment for things (items subject to approval according to law shall be manufactured by networking equipment of relevant departments; sales of networking equipment; business activities can be carried out only after being approved by the door); Manufacturing of steam turbine and auxiliary equipment; Steam turbine and auxiliary equipment sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Article 25 a company may purchase its own shares in one of the following ways: shares, or through public centralized trading,
(I) centralized bidding trading parties of stock exchanges or laws, administrative regulations and CSRC style; Other approved methods.
The company’s method of offer due to (II) of this chapter; Article 24 (1) (III) and (III) other methods approved by the CSRC. Under the circumstances specified in items (V) and (VI), if a listed company purchases its own shares, it shall purchase its own shares in the form of centralized trading opened by the company in accordance with the securities law of the people’s Republic of China.
Provide for the performance of information disclosure obligations. listed company
Due to items (III) and (V) of paragraph 1 of this article
Acquisition under the circumstances specified in item and item (VI)
The shares of the company shall be concentrated through public
Transaction mode.
Article 26 Where the company purchases its shares under the circumstances specified in Item (I) and (II) of paragraph 1 of Article 4 of the articles of association due to item (I) and (II) of Article 20 of the articles of association, it shall purchase its shares under the circumstances specified in item, and the shareholders’ meeting shall make a resolution; The company shall be resolved by the general meeting of shareholders due to item (III) of the preceding paragraph; If the company purchases the shares of the company due to the circumstances in paragraph (III) of paragraph 1 of Article 24 of the provisions of paragraph (V) and (VI) of this chapter, the acquisition of the shares of the company may be implemented in accordance with this resolution if it needs to be formed at the meeting of the board of directors attended by more than two thirds of the directors specified in paragraph (V) and (VI) of Article 3. After the company purchases the shares of the company in accordance with the provisions of Article 24 of the articles of association or the authorization of the general meeting of shareholders, if it belongs to item 5 (I) of the board of directors attended by more than two-thirds of the directors, it shall be resolved at the meeting from the date of acquisition. The company shall cancel within 10 days from the 20th of the articles of Association; In the case of purchasing the company’s shares in Item (II) and item (IV) of Article 4, paragraph 1, it shall be transferred or cancelled within six months. In the case of item (I), it shall be transferred or cancelled within six months. Cancellation within 10 days from the date of acquisition; In the case of items (III), (II) and (IV) of Article 24, in the case of items (V) and (VI), it shall be transferred or cancelled within six months; If the total number of shares held by the company shall not exceed 100% of the total issued shares of the company in items (III), (V) and (VI), the company shall transfer or note that the number of shares held by the company shall not exceed the number of issued shares of the company within three years. And shall be transferred or cancelled within three years
Article 30 directors, supervisors and senior managers of the company Article 30 the company’s managers holding more than 5% of the company’s shares, shareholders holding more than 5% of the company’s shares, directors, supervisors and senior managers sell the company’s shares held by them to the managers within 6 months after they buy or sell the company’s shares, Or if the seller purchases other equity securities within 6 months after the purchase, and the proceeds are sold within 6 months after the sale, or if they are owned by the company after the sale, the board of directors of the company will buy them again within 6 months, and the proceeds will be returned to the income. However, because the securities company is owned by the company, the board of directors of the company will recover the remaining after-sales shares purchased by the underwriting and hold 5% of its income. However, if a securities company purchases the above shares, the sale of the shares is not subject to the time limit of holding the remaining shares after six months of contracted sales. Five or more shares, as well as other circumstances under which the board of directors of the CSRC company fails to implement the provisions in accordance with the provisions of the preceding paragraph.
The shareholders have the right to require the board of directors to execute the above-mentioned directors, supervisors and senior managers within 30 days. The board of directors of the company fails to pay attention to the shares held by shareholders or natural person shareholders within the above-mentioned period
In case of execution, the shareholder has the right to directly bring a lawsuit in the people’s court in his own name against the securities with the nature of equity for the benefit of the company, including those held by his spouse, parents and children and using others. Shares held in the account or other securities with the nature of equity held by the board of directors of the company not in accordance with the provisions of paragraph 1. If the board of directors of the company fails to comply with the provisions of this bank and the responsible director undertakes to implement the provisions of paragraph 1 of this article in accordance with the law, the shareholders have the right to take responsibility. The board of directors is required 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 31 the company shall establish the register of shareholders according to the certificates provided by the securities registration authority. The register of shareholders is a sufficient register to prove that the shareholders hold the shares of the company and a sufficient evidence to prove that the shareholders hold the shares of the company. Evidence of shareholders according to the type of shares they hold. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Holding the same class, enjoying rights and assuming obligations; Shareholders holding shares of the same 7 type enjoy the same rights, while shareholders of the same type enjoy the same rights and assume the same obligations. Assume the same obligations.
The company shall sign a share custody agreement with the securities registration authority and regularly inquire about the information of major shareholders and the shareholding changes of major shareholders (including shares)
