Amendment to the articles of Association
(reviewed and approved by the 23rd Meeting of the 7th board of directors of the company, which needs to be reviewed by the general meeting of shareholders of the company)
Tong Petrotech Corp(300164) in order to further improve the standard operation level and improve the corporate governance structure, 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 articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem and other relevant laws and regulations According to the latest provisions of normative documents and in combination with the actual situation of the company, it is proposed to systematically sort out, increase, decrease and modify the articles of association, and submit to the general meeting of shareholders to authorize the board of directors to handle the industrial and commercial changes after the amendment of the articles of association. The specific amendments are as follows:
Terms before and after amendment
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. A joint stock limited company established in accordance with relevant regulations.
With the approval of Shaanxi Provincial People’s government, the company is established as a sponsor company with the approval of Shaanxi Provincial People’s government; Set up in Xi’an Administration for Industry and commerce; Registered in Xi’an market supervision and Administration Bureau, obtained the business license of enterprise legal person, obtained the business license, unified social credit license and unified social credit code 91610131294266794g.
91610131294266794G。
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 512847789. 544261399 yuan.
Article 12 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 20 the total number of shares of the company is Article 20 the total number of shares of the company is 512847789 shares, all of which are ordinary shares. The company has 544261399 shares, and the capital structure of the company is: as required, 544261399 ordinary shares are approved by the company examination and approval department authorized by the State Council, and there are no other types of shares
Approval may be made in copies in accordance with relevant laws and administrative regulations. Other types of shares shall be established according to the provisions. Article 24 under the following circumstances, the company may purchase shares of the company in accordance with laws, regulations and the articles of association. However, the following circumstances are excluded: the shares of the company: (I) reduce the registered capital of the company;
(I) decrease of 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;
And; (III) use shares for employee stock ownership plan or equity incentive (III) use shares for employee stock ownership plan or equity incentive;
excitation; (IV) the shareholders disagree with the company’s merger and division resolution made at the general meeting of shareholders (IV) the shareholders disagree with the company’s merger and division resolution made at the general meeting of shareholders and require the company to purchase its shares;
Of shares; (V) converting shares into corporate bonds issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies;
Convertible bonds of the company; (VI) necessary for safeguarding the company’s value and shareholders’ equity (VI) necessary for safeguarding the company’s value and shareholders’ equity. Yes. Except for the above circumstances, the company will not buy or sell its shares. Article 25 the company may purchase its own shares in one of the following ways: choose one of the following ways:
(I) centralized bidding trading mode of stock exchange; (I) centralized bidding trading mode of stock exchange; (II) method of offer; (II) method of offer;
(III) other methods stipulated by laws and regulations and recognized by the CSRC (III) laws and regulations and recognized by the CSRC. Other ways can be.
When purchasing the company’s shares, the company shall perform the obligation of disclosure of information as specified in items (V) and (VI) of the articles of association in accordance with the provisions of item (III) of Article 24 of the articles of association and the securities law of the people’s Republic of China. The purchase of the company’s shares in accordance with Article 24 of the articles of association shall be carried out through public transactions in accordance with the provisions of items (III), (V) and (VI).
The acquisition of shares of the company under certain circumstances shall be carried out through public centralized trading. Article 26 If the company purchases its shares for the reasons of 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; The of shares of the company shall be decided by the general meeting of shareholders; If the company purchases the shares of the company under the circumstances specified in items (5) and (6) of the company due to the circumstances specified in Item (III) of Article 24 and item (V) and (6) of Article 24 of the articles of association, more than two-thirds of the directors shall withdraw the shares of the company, and a resolution of the meeting of the board of directors may be adopted in accordance with the provisions of the articles of association. The resolution of the board meeting attended by more than two-thirds of the company’s directors in accordance with Article 24 of the articles of association. If the shares of the company fall under the circumstance of item (1), the company shall cancel the acquisition within 10 days from the date of acquisition in accordance with Article 24 of the articles of Association; If the shares belong to the company and belong to the circumstances in Item (1), (2) and (4), they shall be cancelled within 6 days or within 10 days from the date of acquisition; Transfer or cancellation within months; In case of items (3), (2) and (4), in case of items (5) and (6), the company shall transfer or cancel within 6 months in total; The number of shares of the company held by the third party shall not exceed 10% of the total issued shares of the company under the circumstances of items (3), (5) and (6), and the total number of shares of the company held by the company shall not be transferred or cancelled within 3 years.
May exceed 10% of the total issued shares of the company and shall be transferred or cancelled within 3 years.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, shareholders holding more than 5% of the shares of the company, employees and shareholders holding more than 5% of the shares of the company sell their shares or other shares of the company within 6 months after buying, or buy them again within 6 months after selling, Securities of equity nature shall be sold within 6 months after the purchase, and the proceeds therefrom shall belong to the company. The directors of the company shall sell them or buy them again within 6 months after the sale, and the board of directors shall recover the proceeds. However, the income from the securities company belongs to the company, and the director of the company will recover the income if he holds 5% of the remaining after-sales shares due to underwriting. However, if a securities company sells the above shares, it is not subject to the restriction of holding more than 5% due to the purchase of the remaining shares after package sales within 6 months. Except for other circumstances, if the board of directors of the company fails to comply with the provisions of the preceding paragraph as stipulated by the CSRC.
East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and the board of directors mentioned in the preceding paragraph of the company fail to implement within the above-mentioned time limit, the shareholders are natural persons, the shares held by shareholders or other securities with the nature of direct equity in their own name for the benefit of the company, including their spouses, parents, and then bring a lawsuit to the people’s court. The board of directors of the company does not execute votes or other securities of equity nature in accordance with the provisions of paragraph 1 for shares held by children and held in other people’s accounts. The responsible directors shall be jointly and severally liable according to law. The board of directors of the company does not hold office in accordance with the provisions of paragraph 1 of this article. If yes, 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 35 shareholders have the right to protect their legitimate interests through civil litigation and other legal means in accordance with the provisions of the company’s general meeting of shareholders and the decision of the board of directors in Article 35 of laws and regulations. If the content of the discussion violates laws and administrative regulations, shareholders shall protect their legitimate interests. The general meeting of shareholders and the directors of the company have the right to request the people’s court to determine the invalidity. If the content of the resolution of the board of directors violates laws and regulations, the shareholders have the procedure and right to request the people’s court to determine it invalid. If the voting method violates the laws, administrative regulations or the convening procedures and the articles of association of the general meeting of shareholders and the board of directors, or the content of the resolution violates the articles of association, the voting method violates the laws, regulations or the articles of association, or the shareholders have the right to make a resolution within 60 days from the date of making the resolution, or if the content of the resolution violates the articles of association, the shareholders have the right to request the people’s court to revoke it. Request the people’s court to revoke the resolution within 60 days from the date of making the resolution. Article 38 The shareholders of the company shall undertake the following obligations: Article 38 The shareholders of the company shall undertake the following obligations: (I) abide by laws, regulations and the articles of Association; (I) abide by laws, administrative regulations and the articles of Association; (II) pay in accordance with the shares subscribed and the method of participation; (II) pay in accordance with the shares subscribed and the method of participation; Share capital;
(III) no withdrawal of shares except as provided by laws and regulations; Withdrawal of shares;
(IV) not abuse the rights of shareholders to damage the company or (IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The interests of the company’s legal person and other shareholders shall not be abused; It is not allowed to abuse the legal person status of the company and the limited liability of shareholders to damage the independent status of the company’s creditor’s rights and the limited liability of shareholders to damage the interests of the company’s creditors; The interests of the obligee;
If the shareholders of the company abuse their rights to cause losses to the company or its (V) other shareholders who should be liable for losses according to laws, regulations and the articles of association, they shall bear other obligations of compensation according to law.
Responsibility. Where a company’s shareholders abuse their rights and cause losses to the company or its shareholders by abusing the independent status of the company’s legal person and other shareholders, they shall bear the limited liability for compensation according to law, evade debts and seriously damage the company’s liability for compensation. Where the shareholders of a company abuse the interests of the independent creditors of the company as a legal person, they shall bear the company’s debt status and limited liability of the shareholders, evade the debt and strictly take responsibility. If the interests of the creditors of the company are seriously damaged, they shall be jointly and severally liable for the debts of the company as stipulated in the company (V) laws, regulations and the articles of association. Other obligations.
Article 39 shareholders holding more than 5% of the company’s voting rights Article 39 shareholders holding more than 5% of the company’s voting shares who pledge their shares and pledge their shares up to 5% of the company’s issued shares shall make a written report to the company on the date of the fact. report Shareholders holding more than 5% of the voting shares of the company shall make a written report to the company on the day of the fact that their shares have been frozen by the judiciary and have accumulated to 5% of the issued shares of the company. Article 42 the general meeting of shareholders is the power organ of the company. Article 41 the general meeting of shareholders is the power organ of the company and exercises 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; Draw;
(II) elect and replace directors and supervisors who are not held by employee representatives (II) elect and replace supervisors who are not held by employee representatives, decide on the report of relevant directors and supervisors to directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration matters;
(III) review and approve the report of the board of directors; (III) review and approve the board of directors
