Securities code: Tongxing Environmental Protection Technology Co.Ltd(003027) securities abbreviation: Tongxing Environmental Protection Technology Co.Ltd(003027) Announcement No.: 2022019 Tongxing Environmental Protection Technology Co.Ltd(003027)
On reducing registered capital and changing business scope
And amending some articles of 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.
Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as “the company”) convened the 19th meeting of the 4th board of directors of the company on April 18, 2022, deliberated and adopted the proposal on reducing registered capital, changing business scope and amending some provisions of the articles of association, which needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant matters are explained as follows:
1、 Reduction of registered capital of the company
The company held the 19th meeting of the 4th board of directors and the 15th meeting of the 4th board of supervisors on April 18, 2022, deliberated and adopted the proposal on repurchase and cancellation of some restricted shares in the 2021 restricted stock incentive plan. According to the provisions of the company’s 2021 restricted stock incentive plan (draft) and the management measures for the implementation and assessment of the company’s 2021 restricted stock incentive plan, Mr. Chen Rui, the incentive object, is no longer qualified as an incentive object due to his resignation. The company plans to repurchase and cancel all the restricted shares granted but not lifted, totaling 120000 shares, accounting for about 0.09% of the current total share capital of the company. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. After the repurchase and cancellation of the above restricted shares granted but not lifted, the registered capital of the company will be reduced from 132539000 yuan to 132419000 yuan.
2、 Change of business scope
According to the actual business needs of the company, the company plans to change its business scope. The specific changes are as follows:
Before change:
Research and development of environmental protection technology; Contracting of dust removal, desulfurization, denitration, sewage treatment and energy saving projects; Design, manufacture, installation and commissioning of dust removal, desulfurization, denitration and transportation equipment; Production and sales of low voltage switchgear. (projects that need to be approved according to law can only be operated after being approved by relevant departments).
After change:
Research and development of environmental protection technology; Contracting of dust removal, desulfurization, denitration, sewage treatment and energy saving projects; Dust removal and dewatering
Design, manufacture, installation and commissioning of sulfur, denitration and transportation equipment; Production and application of low voltage switchgear
sale; Software development. (projects that need to be approved according to law can only be operated after being approved by relevant departments).
The revised business scope of the company shall finally be subject to the contents approved and registered by the market supervision and administration department. with
The company will revise the relevant contents of the articles of association at the same time.
3、 Amendment of some articles of Association
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Shenzhen Stock Exchange
Listing rules and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – listed companies on the main board
Standardized operation and other laws, administrative regulations, departmental rules and normative documents, combined with the company’s notes
According to the actual conditions such as the decrease of capital and the change of business scope, some articles of the articles of association are revised
The details are as follows:
Before and after revision
Article 6 the registered capital of the company is RMB 132539000. Article 6 the registered capital of the company is RMB 132419000. 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 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; Dust removal, desulfurization, denitration and sewage enclosure: research and development of environmental protection technology; Contracting of dust removal, desulfurization, denitration, sewage treatment and energy saving projects; Contracting of dust removal, desulfurization, denitration, transmission and treatment and energy saving projects; Design, manufacture, installation and commissioning of dust removal, desulfurization, denitration and transportation equipment; Design, manufacture, installation and commissioning of complete low-voltage transmission equipment; Production and sales of low voltage switchgear. (production and sales of items of switchgear that need to be approved according to law; software development. (items that need to be approved by relevant departments according to law can be operated). Approved projects can only be operated after being approved by relevant departments).
Article 19 the total number of shares of the company is 132539000. Article 20 the total number of shares of the company is 132419000, all of which are ordinary shares in RMB. Shares, all RMB ordinary shares.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with Article 24. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, except under any of the following circumstances:
To purchase the shares of the company: (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; (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’ decision on the general meeting of shareholders
(IV) a shareholder demands the company to purchase its shares because he disagrees with the resolution on merger and division made by the general meeting of shareholders, and requires the company to purchase its shares because he disagrees with the resolution on merger and division;
of (V) converting shares into corporate bonds issued by listed companies; (V) converting shares into corporate bonds issued by listed companies;
Corporate bonds converted into shares; (VI) listed companies to safeguard the company’s value and shareholders’ rights
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Necessary for profit.
Except for the above circumstances, the company will not buy or sell its shares. Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares through public centralized trading, or through public centralized trading in laws and regulations, or other methods approved by the French Securities Regulatory Commission. And other methods approved by the CSRC.
The company’s acquisition of the company’s shares for the reasons of items (V) and (VI) of the company due to items (III), (V) and (VI) of Article 23 of the articles of association shall be carried out through public centralized trading, or through public centralized trading.
that ‘s ok.
Article 25 Where the company purchases its own shares under the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association due to the circumstances specified in items (I) and (II) of Article 23 and Article 26 of the articles of association, it shall be subject to the resolution of the shareholders’ meeting; If the company shares due to, it shall be resolved by the shareholders’ meeting; Due to the articles of association, item (III) of paragraph 1 of Article 23, item (III), item (V) and item (III) of Article 24 of the articles of association
In the case of purchasing the company’s shares under the circumstances specified in items (V) and (VI), if the shares should be purchased under the circumstances specified in Item (VI), the resolution of the board meeting attended by more than two-thirds of the directors and more than two-thirds of the directors shall be adopted. Resolutions of the meeting. If the company purchases the shares of the company in accordance with the provisions of Article 24 and the company purchases the shares of the company in accordance with the provisions of Article 23, if it belongs to item (I) of Article 24, it shall be written off within 10 days from the date of acquisition if it belongs to item (I) of paragraph 1 of Article 23; If it belongs to Article 24, it shall be cancelled within 10 days from the date of acquisition; In the case of items 2 (II) and (IV), it shall be transferred or cancelled within six months under the circumstances of items (II) and (IV) of paragraph 1 of Article 13. The company in accordance with Article 24
Should be transferred or cancelled within six months. The company purchases the shares of the company in accordance with items (III), (V) and (VI) of paragraph 1 of Article 23. The total number of shares held by the company and the shares of the company purchased in accordance with item (VI) shall not exceed 10% of the total issued shares of the company, The number of shares held by the company shall not exceed the issued shares of the company, and shall be transferred or cancelled within three years. 10% of the total amount of shares and shall be transferred or cancelled within three years.
Article 29 directors, supervisors and senior management of a company Article 30 a person who holds more than 5% of the shares of a company or a shareholder who holds more than 5% of the shares of the company shall sell his shareholders, directors, supervisors and senior management his shares of the company within 6 months after buying them, or buy his shares of the company or other equity securities within 6 months after selling them, The income thus obtained shall be sold within six months after the purchase, or the company shall own it within six months after the sale. The board of directors of the company will recover its income and buy it again. The income thus obtained shall be owned by the company and the company shall have no interest. However, the board of directors of the securities company will recover its income from the purchase of after-sales surplus shares due to underwriting. However, if a securities company thus holds more than 5% of the shares, the sale of the shares is not subject to the time limit of holding more than 5% of the shares after six months of underwriting and purchasing the remaining after-sales shares. And other circumstances stipulated by the CSRC, except that the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders.
Have the right to require the board of directors to implement within 30 days. If the board of directors of the company fails to implement the above-mentioned measures within the above-mentioned time limit, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the shares held by the company’s natural person shareholders or other interests with the nature of equity. Securities, including those held by their spouses, parents and children, and those held by the board of directors of the company who fail to implement the provisions of paragraph 1, directors who are responsible for the shares held in other people’s accounts or other equity nature shall bear joint and several liabilities according to law. negotiable securities.
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 execute within the above-mentioned period, the shareholders have the right to
In the interests of the company, they directly bring a lawsuit to the people’s court in their own name.
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 37 shareholders of the company shall undertake the following obligations: Article 38 shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative 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; (III) no withdrawal of shares except as provided by laws and regulations; withdraw share;
(IV) not abusing shareholders’ rights to damage the company or its shareholders; (IV) not abusing shareholders’ rights to damage the interests of the company or other shareholders; The independent status of the company’s legal person and the interests of other shareholders shall not be abused; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the interests of the company’s creditors; The limited liability of the company’s shareholders damages the interests of the company’s creditors. Dongdong abuses shareholders’ rights and causes losses to the company or other shareholders (V) laws, administrative regulations and these articles of Association
