Securities code: Elite Color Environmental Resources Science&Technology Co.Ltd(002998) securities abbreviation: Elite Color Environmental Resources Science&Technology Co.Ltd(002998) Announcement No.: 2022013
Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Announcement on changing the business scope of the company and amending the articles of Association
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.
Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as “the company”) deliberated and adopted the proposal on changing the company’s business scope and amending the articles of association at the second meeting of the third board of directors. In accordance with the provisions of laws, administrative regulations, departmental rules and normative documents such as the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the guidelines for the articles of association of listed companies (revised in 2022) and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and at the same time, The company (in combination with the actual situation, plans to revise the articles of association, increase the business scope and revise the corresponding provisions. I. comparison table for the revision of the articles of Association
If only the serial number of the following clauses is changed and the content is changed due to the addition or deletion of clauses, the column will not be made here
Serial No. clause before amendment clause after amendment
New article 12 Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of Article 1 of the articles of association of the Communist Party of China (automatic renewal of subsequent article numbers). The company provides necessary conditions for the activities of the party organization.
Article 13 after registration according to law, the business scope of the company Article 14 after registration according to law, the business scope of the company: research and development of environmental protection technology and synthetic fiber materials; Scope: research and development of environmental protection technology and synthetic fiber materials; Research, development, design and technical services of intelligent equipment; Research, development, design and technical services of ring intelligent equipment; Manufacturing, processing and sales of special equipment for environmental protection, special equipment for textile, polyester fiber, special equipment for environmental protection, special equipment for textile, polyester fiber, 2 clothing, knitwear, textile, rubber products, plastic products, clothing, knitwear, textile, rubber products and plastic products; Technical services of e-commerce; Manufacturing, processing and sales of; Technical services of e-commerce; Sales of textile raw materials. Self operated and agent sales of various commodities and technical textile raw materials. Self operated and acting as an agent for the import and export business of various commodities and technologies, but the import and export business limited or prohibited by the state, except for the commodities and technologies limited or prohibited by the state. (except for the commodities and technologies to be exported that are subject to approval according to law; Internet sales (except sales)
Business activities can only be carried out with the approval of relevant departments). Goods requiring license); Sales of chemical products (excluding licensed chemical products). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after buying, and their shares or other shares of the company with equity nature or buy them within 6 months after selling, If the proceeds securities are sold within 6 months after the purchase, or are owned by the company within 6 months after the sale, the board of directors of the company will recover the proceeds and buy them again within 6 months after the sale, and the proceeds will be owned by the company. However, the board of directors of the company will recover the proceeds from the purchase of after-sales surplus shares by the securities company due to underwriting. However, if the securities hold more than 5% of the shares, the sale of the shares is not subject to the time limit of more than 5% held by six companies due to the purchase of the remaining shares after package sales. Shares and other circumstances stipulated by the China Securities Commission, except that the board of directors of the company does not implement the provisions of the preceding paragraph.
East has the right to require the board of directors to implement within 30 days. If the directors, supervisors, senior managers and 3 board of directors mentioned in the preceding paragraph of the company fail to execute within the above-mentioned period, the shareholders have the right to directly file a pledge of securities in the people’s court in their own name for the shares or other equity interests held by the natural person shareholders of the company, including those held by their spouses, parents and children. Shares held in other people’s accounts or other securities with the nature of equity that the board of directors of the company does not implement 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 of this article, 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 40 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:
four
（16） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership plan;
The functions and powers of the above general meeting of shareholders shall not pass the form of authorization
The form shall be exercised by the board of directors or other institutions and individuals. The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 41 the following external guarantees of the company and Article 42 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders:
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(IV) the guarantee amount exceeds the company within 12 consecutive months (IV) the guarantee amount of the company within one year exceeds 30% of the company’s latest audited total assets; Guarantee of 30% of the latest audited total assets;
(V) any guarantee provided after the guarantee amount exceeds the total amount of external guarantee of the company (V) within 12 consecutive months, exceeds 50% of the latest audited net assets and the absolute amount exceeds 30% of the total assets audited in the latest period; protect;
(VI) guarantee for shareholders, actual controllers and their affiliates (VI) guarantee for shareholders, actual controllers and their affiliates; The guarantee provided;
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Article 42 for transactions between the company and related persons, the amount of transactions between the company and related persons is more than 30 million yuan (except for cash assets and guarantees provided by the company), and accounts for more than 30 million yuan (including 30 million yuan) of the latest audited net value of the company and more than 5% of the absolute value of assets, it shall be submitted to the company 6
Accounting for more than 5% of the absolute value of the company’s latest audited net assets, the shareholders’ meeting deliberated.
(including 5%) related party transactions shall be submitted to the general meeting of shareholders of the company
consideration.
Article 51 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 they decide to convene the general meeting of shareholders in public, they shall notify the board of directors in writing. At the same time, the dispatched office of the CSRC and the stock exchange where the securities department is located shall be filed.
keep on record. Before the announcement of the resolution of the general meeting of shareholders, convene shareholders to hold shares 7. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of convening shareholders shall not be less than 10%.
The proportion shall not be less than 10%. The board of supervisors or convening shareholders shall send relevant certificates to the CSRC where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and when submitting the announcement of the resolution of the general meeting to the stock exchange
The issuing institution and the stock exchange shall submit relevant supporting materials.
Article 57 the notice of the general meeting of shareholders includes the following contents Article 58 the notice of the general meeting of shareholders includes the following contents:
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(III) in obvious words: all shareholders (III) in obvious words: all ordinary shares have the right to attend the general meeting of shareholders and can entrust an agent in writing. Shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the meeting and vote. The agent of shareholders does not need to be the company’s general meeting of shareholders, Shareholders who can entrust agents to attend the meeting in writing; And voting, the shareholder’s agent does not need to be the company’s shares (IV) and has the right to attend the shareholders’ meeting, and the shareholder’s equity is registered;
Date recording; (IV) equity registration of shareholders entitled to attend the general meeting of shareholders 8 (V) name and telephone number of permanent contact for meeting affairs. Date recording;
(V) the name and telephone number of the permanent contact for meeting affairs shall be fully in the notice and supplementary notice of the general meeting of shareholders; Fully disclose all specific contents of all proposals. (VI) if the voting time and matters to be discussed by network or other means need the opinions of independent directors, the resolution procedure of the general meeting of shareholders shall be issued.
The intention of independent directors will be disclosed at the same time when the notice or supplementary notice is given. The notice of the general meeting of shareholders and the supplementary notice shall be sufficient, reasonable and reasonable. Fully disclose all specific contents of all proposals. If the… Matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice of the general meeting of shareholders or supplementary notice.
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Article 61 places registered on the date of equity registration Article 62 places registered on the date of equity registration
