Securities code: Shanxi Huayang New Materialco.Ltd(600281) stock abbreviation: Shanxi Huayang New Materialco.Ltd(600281) No.: pro 2022016
Shanxi Huayang New Materialco.Ltd(600281)
Announcement on Amending the articles of Association
The board of directors and all members of the board of directors of the company guarantee that the contents of this announcement are free from false records and misleading statements
State or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
According to the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the articles of association of listed companies
The guidelines and other relevant provisions are implemented in combination with Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company”)
According to the situation, it was deliberated and adopted at the third meeting of the seventh board of directors in 2022 held on April 18, 2022,
It is proposed to amend the articles of association. The specific amendments are as follows:
No. contents of the articles of association before this amendment contents of the articles of association after this amendment
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers and managers of the company, shareholders holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company shall sell their shares of the company within 6 months after purchase or within 6 months after purchase, Or buy again within 6 months after selling, and the proceeds from this shall be purchased by the company. The proceeds from this shall be owned by the company and the company, and the board of directors of the company will recover the proceeds. However, the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares held by the securities company due to the purchase of after-sales surplus shares due to underwriting, and there are other shares with more than 5% as stipulated by the CSRC, the sale of the shares is not subject to six circumstances.
1 month time limit. If the directors, supervisors, senior managers and the board of directors of the company mentioned in the preceding paragraph fail to implement the shares held by natural shareholders in accordance with the provisions of the preceding paragraph, including their spouses, parents and children, the shareholders have the right to require the board of directors to implement them within 30 days. Shares held by women and held in other people’s accounts.
If the board of directors of the company fails to implement within the above-mentioned period, the board of directors of the joint-stock company fails to implement in accordance with the provisions of paragraph 1 of this article. If the shareholders have the right to direct in their own name for the benefit of the company, the shareholders have the right to require the board of directors to implement within 30 days. Bring a lawsuit to the people’s court in public. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly apply to the people’s court in their own name for the board of directors of the company who does not uphold the interests of the company in accordance with the provisions of paragraph 1, and the responsible directors shall bear joint and several liabilities and file a lawsuit in accordance with the law.
Ren. 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 41 the general meeting of shareholders is the power of the company. Article 41 the general meeting of shareholders is the power organ of the company. It exercises the following functions and powers according to law:
(I) decide on the company’s business policy and investment (I) decide on the company’s business policy and investment plan; Plan
… (12) review and approve the transactions specified in Article 42; (12) review and approve the matters specified in Article 42;
Guarantee matters of the; （13） Deliberating and approving the guarantee stipulated in Article 43 (13) deliberating the purchase and of the company within one year;
The sale of major assets exceeds 30% of the total financial assets specified in Article 44 of the company’s latest audit (XIV); Funding matters;
（15） When the company has the transactions listed in (14) and (15) to review the purchase and sale of the company within one year, the transactions under the same category of large assets exceeding 30% of the company’s latest audited total assets shall be calculated according to the cumulative events within 12 consecutive months in accordance with the listing rules;
To determine the transaction amount. If the previous transaction has been reviewed and approved by (XVI), the transaction between the company and related persons has been reviewed and approved by the general meeting of shareholders, Then it will no longer be included in the cumulative calculation scope of relevant transactions (providing guarantee, receiving cash assets and simply reducing or remitting corporate obligations, except for the debts of the company). If the amount is more than 30 million yuan (XVI) and accounts for more than 5% of the value of the company’s latest audited net assets, regardless of whether the transaction object is related or not;
If the total amount of assets or transaction amount involved exceeds the latest audited items of the company in two months after ten (17) consecutive deliberation and approval of changing the purpose of raised funds;
Accounting for 30% of total assets. （18） Review the equity incentive plan and employee stock ownership plan (XVII) review and approve the plans issued by the company and related persons;
The amount of transactions (including providing guarantees, receiving cash assets, (XIX) reviewing laws, administrative regulations and departmental rules, except for debt relief of the company’s obligations) is more than 30 million yuan or other matters that should be decided by the general meeting of shareholders according to the articles of association, and accounts for the most of the company.
Where the absolute value of the audited net assets in the recent period is more than 5%, the functions and powers of the above general meeting of shareholders shall not pass the authorized related party transactions; The form shall be exercised by the board of directors or other institutions and individuals.
（18） Review and approve changes in the use of raised funds
Matters in transit;
（19） Review the equity incentive plan;
（20） Review laws, administrative regulations and the Ministry
The provisions of the regulations or the articles of association shall be decided by the general meeting of shareholders
Other matters specified.
The functions and powers of the above general meeting of shareholders shall not be authorized
The form of is represented by the board of directors or other institutions and individuals
Exercise.
Article 41 (14) the transactions that meet the requirements of Article 42 (the purchase or sale of assets provided by the company, external investment (including guarantee, financial assistance provided by the company, and entrusted financial management, entrusted loans, investment in subsidiaries, etc.), cash assets, debt relief, etc. do not involve consideration payment, leasing in or leasing out assets Debt restructuring and transactions without any obligations on the, except for other transactions that meet the following standards. 3. Other transactions recognized by the Shanghai Stock Exchange (providing one of the commitments, in addition to timely disclosure, shall be submitted to the general meeting of shareholders for consideration of insurance, receiving cash assets and simply reducing or exempting the company’s obligations:
1. The total assets involved in the transaction (with book value at the same time 1. The total assets involved in the transaction (with value and evaluation value at the same time, whichever is higher) account for more than 50% of the company’s latest book value and evaluation value, whichever is higher);
More than 50% of the latest audited total assets of the company; 2. Transaction amount of the transaction (including debts and liabilities undertaken)
2. The transaction amount of the transaction (including the debt expenses undertaken) accounts for 50% of the company’s latest audited net assets (including services and expenses) and accounts for more than 50 million yuan of the company’s latest audited net assets;
More than 50% of the company’s assets, and the absolute amount exceeds 5000 3. The profit generated by the transaction accounts for 10000 yuan of the company’s last accounting month; More than 50% of the annual audited net profit, and the absolute amount exceeds 3. The profit generated by the transaction accounts for more than 5 million yuan in the latest one of the company;
More than 50% of the audited net profit in the fiscal year, and 4. The absolute amount of the transaction object (such as equity) in the latest accounting exceeds 5 million yuan; The relevant operating income of the year accounts for more than 50% of the company’s audited operating income in the latest fiscal year. 4. The transaction object (such as equity) accounts for more than 50 million yuan in the latest fiscal year, and the absolute amount exceeds the relevant operating income of the fiscal year;
5. 50% of the audited operating income in the last fiscal year is the subject matter of the transaction (such as equity), and the absolute amount exceeds 50 million yuan; The net profit related to the year accounts for more than 50% of the latest audited net profit of the company in the latest fiscal year. 5. The transaction object (such as equity) accounts for more than 5 million yuan in the latest fiscal year when the absolute amount exceeds the net profit related to the fiscal year;
More than 50% of the audited net profit in the fiscal year, and 6. The absolute amount of net assets involved in the subject matter of the transaction (such as equity) exceeds 5 million yuan. (if there are both book value and evaluation value, whichever is higher) if the data involved in the above indicators is negative, take 50% of the latest audited net assets of the listed company as the absolute value. And the absolute amount exceeds 50 million yuan.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
When the above listed transactions occur, the company shall determine the transaction amount according to the principle of cumulative calculation within 12 consecutive months for transactions under the same category in accordance with the listing rules. If the previous transaction has been deliberated and approved by the general meeting of shareholders, it will not be included in the relevant cumulative calculation scope.
Article 42 the following external guarantee banks of the company Article 43 the following external guarantee acts of the company must be reviewed and approved by the general meeting of shareholders:
(I) the amount of a single guarantee exceeds 10% of the total audited net assets of the company and its holding subsidiaries in the latest period; (II) any external guarantee provided by the company and its holding subsidiaries after exceeding 50% of the latest audited net assets;
The total amount of guarantee exceeds 50% of the guarantee provided by the latest audited net assets (II) Company and its holding subsidiaries; The total guarantee amount exceeds 30% (III) of the company’s latest audited total assets, which is any guarantee provided after the guarantee with an asset liability ratio of more than 70%.
The guarantee provided by the object; (III) according to the guarantee amount accumulated within 12 consecutive months 4 (IV) according to the calculation principle of guarantee amount within 12 consecutive months, the guarantee exceeding the accumulative calculation principle of the company’s latest audited total assets and 30% of the company’s latest audited total assets;
Any guarantee provided after 30% of the total assets; (IV) guarantee objects with asset liability ratio exceeding 70% (V) guarantee provided for 12 consecutive months according to the guarantee amount;
According to the principle of cumulative calculation within the period, if the amount of a single guarantee exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 10% of 5000 assets;
More than 10000 yuan; (VI) guarantee for shareholders, actual controllers and their related parties (VI) guarantee for shareholders, actual controllers and their related parties.
