Securities code: Shandong Longquan Pipeline Engineering Co.Ltd(002671) securities abbreviation: Shandong Longquan Pipeline Engineering Co.Ltd(002671) Announcement No.: 2022038
Shandong Longquan Pipeline Engineering Co.Ltd(002671)
Announcement on change of registered capital and amendment of 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.
Shandong Longquan Pipeline Engineering Co.Ltd(002671) (hereinafter referred to as "the company" or "the company") held the 30th meeting of the Fourth Board of directors on April 18, 2022, deliberated and adopted the proposal on changing the registered capital and amending the articles of association. In view of the company's intention to repurchase and cancel 785000 restricted shares granted to 7 resigned incentive objects but not lifted the restriction on sales, The registered capital of the company is proposed to be reduced from 566510368 yuan to 565725368 yuan.
According to the above changes in registered capital, in combination with the recently revised guidelines for the articles of association of listed companies (revised in 2022) and other regulations and the actual situation of the company, the company plans to revise some contents of the articles of association. The proposal must be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced as follows:
1、 Proposed change of registered capital
The registered capital of the company decreased from 566510368 yuan to 565725368 yuan.
2、 To amend the articles of Association
The details are as follows:
Contents of the original articles of association and revised articles of Association
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB
566510368 yuan. 565725368 yuan.
Article 12 (new in this article) the company shall, in accordance with the
-In accordance with the provisions of the constitution of the Communist Party of China, the Communist Party of China shall be established to organize and carry out party activities
Activities. The company provides necessary conditions for the activities of the party organization.
Article 20 the total number of shares of the company is
Article 19 the total number of shares of the company is 566510368
565725368 shares, all of which are issued by the people's Bank of China
The issued shares of the company are RMB ordinary shares.
Common stock in RMB.
Article 23 the company may purchase its own shares under the following circumstances.
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;
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 request the company to purchase their shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders (IV) the shareholders request the company to purchase their shares because they disagree with the company's merger and division resolution made at the general meeting of shareholders; Dissenting from the resolution of merger and division and requiring the company to purchase its shares; (V) converting shares into convertible bonds issued by the company (V) converting shares into convertible bonds issued by the company;
Corporate bonds that are shares; (VI) necessary for the company to maintain the company's value and shareholders' equity (VI) necessary for the company to maintain the company's value and shareholders' equity.
Required.
Except for the above circumstances, the company shall not engage in the trading of its shares.
Article 29 directors, supervisors and senior managers of the company Article 30 shareholders holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company sell the shares of the company held by the directors, supervisors and senior managers within 6 months after they buy them, and buy the shares of the company or other equity securities within 6 months after they sell them, If the proceeds 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. The proceeds are owned by the company and the company's profits and losses. 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 the sale of the remaining shares of the six purchase packages. 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 directors, supervisors and senior managers mentioned in the preceding paragraph of the board of directors of the company fail to execute 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 or other equity interests held by the natural shareholders of the company. If the company's board of directors fails to execute the shares or other equity held in another person's account in accordance with the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities in accordance with the law. Pledged 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 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 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:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan; (II) elect and replace directors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, and decide on matters related to the remuneration of directors and supervisors; To decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(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 budget; (V) review and approve the company's annual financial budget plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company's profit distribution plan and (VI) review and approve the company's profit distribution plan and loss recovery plan; Loss covering plan;
(VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital; Resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution and liquidation of the company or (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; To make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) to make resolutions on the employment and dismissal of accounting firms by the company; Make resolutions;
（12） Deliberating and approving the Guarantees specified in Article 41 (12) deliberating and approving the Guarantees specified in Article 42; matter;
（13） Review the purchase and sale of major assets by the company within one year (XIII) review the matters that the purchase and sale of major assets by the company within one year exceeds 30% of the company's latest audited total assets, and the large assets exceed 30% of the company's latest audited total assets; Matters to be resolved;
（14） Deliberating and approving the change of the purpose of the raised funds (14) deliberating and approving the change of the purpose of the raised funds; Item;
（15） Review the equity incentive plan; （15） Review equity incentive plan and employee stock ownership plan (16) review laws, administrative regulations and departmental rules and plans;
Or other matters that should be decided by the general meeting of shareholders according to the articles of Association (16) review laws, administrative regulations and departmental rules. Or other matters that shall be decided by the general meeting of shareholders according to the articles of association. The functions and powers of the above general meeting of shareholders shall not be authorized.
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 42 the following external guarantees of the company shall be subject to the following external guarantees of the company, which shall be deliberated and approved by the general meeting of shareholders.
It shall be deliberated and approved by the general meeting of shareholders. (I) external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries exceeds the total amount of the latest audited net assets and reaches or exceeds 50% of the latest audited net assets;
Any guarantee provided after 50%; (II) any guarantee provided after the total amount of external guarantee of the company exceeds the total amount of external guarantee of the latest (II) Company and reaches or exceeds 30% of the total assets audited in the latest period;
Any guarantee; (III) if the company's guarantee amount exceeds the company's maximum within one year (III), it is a guarantee with an asset liability ratio of more than 70%, and a guarantee of 30% of the total assets audited in the recent period;
The guarantee provided by the; (IV) guarantee for the asset liability ratio exceeding 70%, and (IV) guarantee for the amount of a single guarantee exceeding the latest audited net image;
Guarantee for 10% of assets; (V) the amount of a single guarantee exceeds 10% of the latest audited net assets to shareholders, actual controllers and their related parties;
Guarantee for. (VI) provision for shareholders, actual controllers and their related parties
