Securities code: Welle Environmental Group Co.Ltd(300190) securities abbreviation: Welle Environmental Group Co.Ltd(300190) announcement No.: 2022022 bond Code: 123049 bond abbreviation: Weill convertible bond
Welle Environmental Group Co.Ltd(300190)
Announcement on 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.
Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the company”) convened the 23rd Meeting of the 4th board of directors of the company on April 14, 2022, deliberated and adopted the proposal on Amending the articles of association. The relevant information is hereby announced as follows:
According to the Shenzhen Stock Exchange GEM Listing Rules, guidelines for the articles of association of listed companies and other relevant laws and administrative regulations, the company revised the corresponding provisions of the articles of association. The specific amendments are as follows:
S / N content before revision content after revision
Article 13
According to the articles of association of the Communist Party of China, 1
Establish Communist Party organizations and carry out party activities. The company provides necessary conditions for the activities of the party organization.
Article 45
Article 45… (IX) make a decision on the merger, division or division of the company, (IX) make a decision on the merger, division, dissolution, liquidation or change of the company’s form
Discussion;
2. Issue resolutions
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（17） Consideration of equity incentive plan
（17） Review the equity incentive plan and employee plan;
Shareholding plan;
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Article 47… Article 47
three
In the above transactions, the company unilaterally obtained the following related party transactions between the company and related parties
Those who get benefits, including cash assets and trade, can be exempted from submitting to the general meeting of shareholders for debt relief in accordance with the above provisions, and can be exempted from the deliberation of the stock meeting: listed companies participate in the deliberation procedures of the general meeting for unspecified objects. Public bidding and public auction (excluding bid invitation and other… Restricted methods); Transactions in which the listed company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, accepting guarantees and subsidies, etc; The pricing of related party transactions is stipulated by the state; The related parties provide funds to the listed company, and the interest rate is not higher than the loan interest rate standard for the same period stipulated by the people’s Bank of China; A listed company provides products and services to directors, supervisors and senior managers under the same trading conditions as non affiliated persons
Article 61 notice of shareholders’ meeting Article 61 the notice of shareholders’ meeting shall include the following contents:
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(V) surname of permanent contact for conference affairs (V) name, telephone name and telephone number of permanent contact for conference affairs. Number;
Notice and supplementary notice of the general meeting of shareholders (VI) the and voting procedures of all proposals will be fully and completely disclosed during the voting time on the Internet or in other ways.
Specific content. If the matters to be discussed need the opinions of the four independent directors in the notice and supplementary notice of the general meeting of shareholders, all specific internal meeting notices or supplementary notices that fully and completely disclose all proposals will be issued at the same time. The matters to be discussed need independent directors to express their opinions and reasons. See, when issuing the notice or supplementary notice of the general meeting of shareholders, the general meeting of shareholders of the company adopts the network or will disclose the opinions and reasons of independent directors at the same time. In other ways, it shall clearly state in the notice of the time when the general meeting of shareholders starts voting through the Internet voting system that the network or other methods are the voting time and voting procedures that end at 9:15 a.m. on the day of the general meeting of shareholders. The passing time is 3 pm on the day when the on-site shareholders’ meeting ends: 00 pm on the trading system of Shenzhen Stock Exchange.
Online voting time is called for the general meeting of shareholders
When trading in Shenzhen Stock Exchange on the opening day
Room. Start voting through the Internet voting system
The voting time is the date of the shareholders’ meeting
At 9:15 a.m., the closing time is on-site shareholders
3:00 p.m. on the closing day of the conference.
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Article 87 the following matters shall be approved by the general meeting of shareholders by special resolution:
(I) increase or decrease of the company; (I) increase or decrease of the registered capital of the company; 5. Registered capital; (II) issuance of corporate bonds
(II) issuing corporate bonds; (III) merger, division and division of the company, (III) merger, division and
Dissolution, liquidation or change of company form; Dissolution, liquidation or change of company form;
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Article 84 shareholders (including Article 84 shareholders (including shareholders’ proxies) who attend the general meeting of shareholders in person) shall exercise their voting rights according to the number of shares they represent and the number of voting shares they represent. Each amount they hold shall exercise their voting rights, and each share they hold shall have one voting right.
The deliberation of the general meeting of shareholders affects the voting rights of the first party. When the general meeting of shareholders deliberates on major matters affecting the interests of small and medium-sized investors, and when voting on major matters affecting the interests of small and medium-sized investors, the votes of investors shall be counted separately. As for the result of separate vote counting, the votes of small and medium-sized investors shall be counted separately. It shall be disclosed publicly in a timely manner. However, the results of 6 separate vote counting held by the company shall be disclosed in a timely manner, and the shares of the company have no voting rights, and such shares are disclosed. However, the company’s shares held by the company are not included in the shares with voting rights attending the general meeting of shareholders, and there is no voting right, and this part of the shares is not included in the total number.
Included in the total number of voting shares purchased by shareholders with voting rights attending the general meeting of shareholders. Contrary to the provisions of paragraph 1 and paragraph 2 of Article 63 of the Securities Law on the board of directors, independent directors and holding funds of the company, the shareholders of more than 1% of the shares with voting rights in excess of the specified proportion shall not exercise the voting rights within 36 months after the purchase. The main body such as the table can act as the soliciter and exercise the voting rights on its own, and shall not be included in the voting rights attending the general meeting of shareholders
The total number of shares of securities companies and securities service machines entrusted by the issuer.
To publicly request shareholders to entrust them to attend the company’s board of directors, independent directors, shareholders’ general meeting with 1% of the seats, and exercise shareholders’ rights such as voting rights and voting rights on behalf of shareholders with voting shares above the proposal, but shall not, as a collector, open securities service institutions on their own or by entrusting securities companies with compensation or compensation in disguised form, Publicly request shareholders to entrust them to solicit shareholders’ rights on their behalf. In order to attend the general meeting of shareholders, exercise the proposal right on behalf of shareholders, collect shareholders’ voting rights and other shareholders’ rights in accordance with the provisions of the preceding paragraph, but not for compensation or profit, the collector shall disclose the solicitation documents and publicly solicit shareholders’ rights in a disguised and paid manner.
The company shall cooperate. Where the rights of shareholders are solicited in accordance with the provisions of the preceding paragraph, the company shall not solicit votes. The collector shall disclose the solicitation documents, and the company shall set up a shareholding cooperation higher than that specified in the securities law.
If the legal rights of shareholders are damaged by obstacles such as proportion, the company shall not set high rights and interests for the solicitation of voting. Damage the legitimate rights and interests of shareholders due to obstacles such as the shareholding ratio stipulated in the securities law.
Article 120 the board of directors shall exercise the following functions and powers according to law:
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(VIII) within the scope of authorization of the general meeting of shareholders (VIII) within the scope of authorization of the general meeting of shareholders, decide on the company’s foreign investment, acquisition of the company’s foreign investment, acquisition and sale of assets, asset sale of assets, asset mortgage, external guarantee, external guarantee, entrusted financial management, related items, entrusted financial management, related transactions, etc; Transactions, external donations and other matters;
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Article 147 Article 147
Under the circumstances specified in Article 100 of the articles of association, the deputy general manager or other senior management personnel of the company shall not serve as the general manager or the deputy general manager as stipulated in Article 100 of the articles of association.
management. The provisions of Article 112 of the articles of association on the duty of loyalty of directors in Article 111 of the articles of association, the duty of loyalty of directors in Article 112 (IV) and the duty of diligence in Article 111 (VI) of the articles of association shall apply to the provisions of Article 12 (IV) to (VI) on the duty of diligence of senior managers.
The provisions on obligations are also applicable to the senior management of the company. The senior management of the company is only paid in the company, and the management personnel. The salary is not paid by the controlling shareholder.
Article 160 the senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the company’s senior managers fail 9 to faithfully perform their duties or violate the obligation of good faith, causing damage to the interests of the company and public shareholders, they shall be liable for compensation according to law.
Article 165 supervisors shall guarantee that the information disclosed by the company is true, accurate and complete, and accurate and complete. Sign written confirmation opinions on periodic reports.
After the above amendments are made to the articles of association, the serial numbers of the subsequent chapters shall be postponed accordingly, and the serial numbers of the clauses quoted in the text shall be adjusted accordingly.
The above matters need to be submitted to the general meeting of shareholders of the company for deliberation.
It is hereby announced.
Welle Environmental Group Co.Ltd(300190)
