Securities code: Shanghai Zhenhua Heavy Industries Co.Ltd(600320) 900947 stock abbreviation: Shanghai Zhenhua Heavy Industries Co.Ltd(600320) Zhenhua B share No.: lin2022009 Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (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.
Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the proposal on Amending the articles of association at the 9th meeting of the 8th board of directors held on April 13, 2022. In order to further strengthen the leading role of the party in corporate governance and effectively improve the level of corporate governance, the articles of association are revised in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the rules for the listing of shares on Shanghai Stock Exchange (revised in 2022) and other relevant provisions, and in combination with the actual situation of the company.
The specific amendments are as follows:
No. clause No. original clause amendment clause
Article 1 in order to standardize the organization and behavior of Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) and Shanghai Shanghai Zhenhua Heavy Industries Co.Ltd(600320) (Group) Co., Ltd. (hereinafter referred to as the "company") Co., Ltd. (hereinafter referred to as the "company"), adhere to and strengthen the whole organization and behavior of the party, uphold and strengthen the party's comprehensive leadership and improve the corporate governance structure of the company, Lead and improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics and a modern state-owned enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of companies, shareholders and creditors, In accordance with the company law of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the company law), the company law of the people's Republic of China (hereinafter referred to as the company law), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other laws and regulations, The articles of association are formulated in accordance with the relevant provisions of the laws and regulations of the Communist Party of China, the articles of association of the Communist Party of China, the regulations on the work of grass-roots organizations of the party's state-owned enterprises (Trial) (hereinafter referred to as the regulations) and its operating regulations (Trial) (hereinafter referred to as the regulations). And other relevant provisions.
Article 3 in July 1997, Shanghai Port Machinery Factory, Hong Kong Machinery Factory, Shanghai Port Machinery Factory Hong Kong Zhenhua Engineering Co., Ltd., China Harbour Zhenhua Engineering Co., Ltd. and China Harbour Construction (Group) Corporation jointly set up Macao Zhenhua construction (Group) The head office cooperates with Macao Zhenhua Bay Engineering Co., Ltd., Beijing Rongjin Investment Engineering Co., Ltd. and Beijing Rongjin Investment Consulting Co., Ltd. as the sponsors, with the Co., Ltd. as the sponsors, and with the "Securities Regulatory Commission" of China Securities Regulatory Commission (hereinafter referred to as "China Securities FA Zi (1997) No. 42") Approved by the document, the "zwfz (1997) No. 42" was issued to overseas investors in the form of public offering and establishment. 100 million B shares were invested overseas in the form of public offering and establishment, and 100 million B shares were issued by 100 million B shares of the company, 100 million votes of the company were listed on Shanghai Stock Exchange on August 5, 1997, and B shares were listed and traded on Shanghai Stock Exchange on August 5, 1997. Listed on the Shanghai Stock Exchange.
The company issued 88 million yuan of common shares (A shares) to the public in December 2000 with the approval of "Zheng Jian Gong Si Zi [2000] No. 200" of China Securities Regulatory Commission and "Zheng Jian Gong Si Zi [2000] No. 200" of China Securities Regulatory Commission. RMB ordinary shares (A shares).
Article 10 according to the provisions of the party constitution of the Communist Party of China and the constitution of the Communist Party of China, establish the organization of the Communist Party of China, carry out the party's activities, establish the party's working organization, allocate all the activities, establish the party's working organization and allocate all the strong party affairs staff, We will ensure the work and party affairs staff of the party organization and the funds for the work of the party organization. Funds.
Article 25 under the following circumstances, the company may not purchase its own shares in accordance with the company's requirements. However, laws, administrative regulations, departmental rules and this chapter are, except under any of the following circumstances:
To acquire the shares of the company according to the provisions of Cheng: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger of the company; (III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive;
Or equity incentive; (IV) the shareholders disagree with the resolution on merger and division of the company made by the general meeting of shareholders (IV) the shareholders disagree with the resolution on merger and division of the company made by the general meeting of shareholders, and require the company to purchase its shares;
The company acquires its shares; (V) converting shares into listed companies; (V) converting shares into convertible corporate bonds issued by listed companies; Issued corporate bonds convertible into shares; (VI) the listed company is necessary to maintain the company's value (VI) the listed company is necessary to maintain the company's value and shareholders' rights and interests.
And shareholders' equity.
Except for the above circumstances, the company shall not acquire
Shares of the company.
Article 31 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company, the members holding more than 5% of the voting shares of the company and the shareholders holding more than 5% of the voting shares of the company shall transfer their shares to the shareholders of the company, Selling the company's shares or other equity securities held by it within 6 months from the date of purchase, or selling them within 6 months from the date of entry, or buying them again within 6 months from the date of sale, The profits thus obtained belong to the company. The income thus obtained belongs to the company. However, the board of directors of the securities company will recover the income from the purchase of after-sales surplus company due to underwriting. However, except for those who hold more than 5% of the shares due to the remaining shares, and those who hold more than 5% of the shares due to the exclusive sale of the remaining shares purchased by the securities company according to the provisions of the securities regulatory authority under the State Council, as well as other circumstances in China. Except for other circumstances stipulated by the CSRC.
The term "directors, supervisors, senior managers" as mentioned in the preceding paragraph refers to the shares held by directors, supervisors, senior managers, natural person shareholders or other equity securities, including other equity securities, including those held by their spouses, parents and children and using their spouses, parents Stocks held by children or by other people's accounts, or stocks held by other people's accounts, or other securities with the nature of equity. Securities of a proprietary nature.
The board of directors of the company fails to comply with the provisions of paragraph 1. The board of directors of the company fails to comply with the provisions of paragraph 1
If the decision is to be implemented, the shareholders have the right to require the board of directors to implement it, and the shareholders have the right to require the board of directors to implement it within 30 days. The board of directors of the company failed to implement the decision within the above days. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to execute within the company's time limit, and the shareholders have the right to directly file a lawsuit with the people's court in their own name for the interests of the company. Bring a lawsuit.
If the board of directors of the company fails to comply with the provisions of paragraph 1, if the board of directors of the company fails to comply with the provisions of paragraph 1, and if the responsible directors decide to perform according to law, the responsible directors shall bear joint and several liabilities according to law. Joint and several liability.
Article 42 the general meeting of shareholders is the power organ of the company, and the general meeting of shareholders is the power organ of the company. It shall exercise 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; Funding plan;
(II) elect and replace directors and supervisors who are not represented by employees; (II) elect and replace directors and supervisors who are not represented by employees, decide on the directors and supervisors who are represented by relevant directors, and decide on the remuneration of relevant directors and supervisors; Remuneration of supervisors;
(III) review and approve the report of the board of directors (III) review and approve the report of the board of directors; Report; (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 report; Financial budget plan and final account plan;
(V) review and approve the company's annual financial plan (VI) review and approve the company's profit division budget plan and final account plan; Allocation scheme and loss recovery scheme;
(VI) review and approve the profit distribution of the company (VII) note on the increase or decrease of the company
