Securities code: Shanghai Haoyuan Chemexpress Co.Ltd(688131) securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Announcement No.: 2022034 Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear legal responsibility for the authenticity, accuracy and integrity of the contents according to law.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company") held the fifth meeting of the third board of directors on April 20, 2022, deliberated and adopted the proposal on Amending the articles of association, which needs to be submitted to the 2021 annual general meeting of the company for deliberation.
According to the needs of the company's actual operation and development, the latest provisions of the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2) and other relevant laws, regulations and normative documents, and the amount of shares converted from the profit distribution plan in 2021, the company plans to make the following amendments to the Shanghai Haoyuan Chemexpress Co.Ltd(688131) articles of Association (hereinafter referred to as the "articles of association"). The specific amendments are as follows:
Serial number: the original articles of association and the revised articles of Association
(New) 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 Chinese 1 Communist Party. The company provides necessary conditions for the activities of the party organization
Article 41 the general meeting of shareholders is the authority of the company. Article 42 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw;
(II) elect and replace directors and supervisors who are not held by employee representatives; (II) elect and replace directors and supervisors who are not held by employee representatives, decide on relevant directors, directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration of supervisors;
2 (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; Settlement plan and final settlement plan;
(VI) review and approve the company's profit distribution formula (VI) review and approve the company's profit distribution plan and loss recovery plan; Case and loss recovery 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; Make a resolution in this;
(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 and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions on liquidation or change of company form; (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; The firm makes a resolution;
（12） Review and approve article 43 (12) of the articles of Association; review and approve the guarantee matters specified in Article 43 of the articles of Association; Guarantee matters specified in article;
（13） (XIII) review the purchase and sale of major assets by the company within one year, which exceeds 30% of the company's total audited assets in the latest period; 30% of the total audited assets;
（14） Deliberating and approving changes in the use of raised funds (14) deliberating and approving changes in the use of raised funds; Matters in transit;
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee (XVI) review the laws, administrative regulations and shareholding plan of the Ministry;
Other matters that shall be deliberated by the shareholders (XVI) according to the regulations or the articles of association and decided by the general meeting of the Ministry. Other matters that shall be decided by the general meeting of shareholders as stipulated in the regulations or the articles of association.
Article 42 the following external guarantee banks of the company Article 43 the following external guarantee acts of the company shall be deliberated and approved by the general meeting of shareholders:
(I) the total amount of external guarantees provided by the company and its holding subsidiaries to (I) the company and its holding subsidiaries after reaching or exceeding the total amount of external guarantees in the latest period and 50% of any audited net assets provided after reaching or exceeding 50% of the audited net assets in the latest period; Any guarantee;
(II) any guarantee provided after the total amount of external guarantee provided by the company to (II) the company reaches or exceeds 30% of the total assets audited in the latest period or exceeds 30% of the total assets audited in the latest period within 12 consecutive months;
Any guarantee; (III) guarantee for those whose asset liability ratio exceeds 70% (III) guarantee for those whose asset liability ratio exceeds 70%;
The guarantee provided by the insured; (IV) the amount of a single guarantee exceeds 3 (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
Audit the guarantee of 10% of net assets; (V) the guarantee amount of the company within one year exceeds (V) the guarantee amount exceeds the guarantee amount of the company in the latest period according to the calculation principle that the guarantee amount has accumulated 30% of the company's latest audited total assets for 12 consecutive months;
Audit the guarantee of 30% of the total assets; (VI) guarantees to shareholders, actual controllers and their related parties (VI) guarantees to shareholders, actual controllers and their related parties.
Guarantee provided by the joint party. (VII) other guarantees stipulated by Shanghai Stock Exchange, laws and regulations (VII) Shanghai Stock Exchange or the articles of association or the articles of association. Other guarantee situations specified. When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their related parties, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting, The voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
When the general meeting of shareholders deliberates the guarantee matters in Item (V) of this article, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting. In addition to the external guarantees that should be considered by the general meeting of shareholders as stipulated in the articles of association, other external guarantees of the company shall be considered and approved by the board of directors; When deliberated by the board of directors, a resolution can be made only with the consent of more than two-thirds of the directors present at the board of directors and the approval of more than half of all directors. In case of violation of the authority of the general meeting of shareholders and the board of directors to examine and approve External Guarantees specified in the articles of association, the person responsible shall be investigated for corresponding legal liabilities.
Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own from Article 51, they shall notify the board of directors in writing. If they convene the general meeting of shareholders, they shall notify the board of directors in writing, report to the CSRC board of supervisors where the company is located, and file with the stock exchange at the same time. The local offices of the Commission and the stock exchanges shall be filed. Before the announcement of the resolution of the general meeting of shareholders, the convening shareholders 4 shall hold no less than 10% of the shares before the announcement of the resolution of the general meeting of shareholders.
The shareholding ratio shall not be less than 10%. The board of supervisors or convening shareholders shall submit relevant certificates to the local dispatched office of the CSRC and securities materials to the stock exchange when issuing the notice of the general meeting of shareholders, the public notice of the resolution of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
The exchange shall submit relevant supporting materials.
Article 56 the notice of the general meeting of shareholders includes Article 57 the notice of the general meeting of shareholders includes the following contents:
(I) time, place and duration of the meeting (I) time, place and duration of the meeting; Limit;
(II) matters and proposals submitted to the meeting for deliberation; (II) matters to be submitted to the meeting for deliberation and (III) obvious text description: all share proposals;
All shareholders have the right to attend the general meeting of shareholders and can explain in obvious words in writing (III): all shareholders have the right to attend the meeting and participate in the general meeting of shareholders by proxy, and can decide in writing that the shareholder's proxy does not need to be the company's shareholder's proxy to attend the meeting and participate in the general meeting of shareholders; Resolved that the shareholder's agent need not be a shareholder of the company's shares 5 (IV) who is entitled to attend the general meeting of shareholders;
The registration date of the right; (IV) shares of shareholders entitled to attend the general meeting of shareholders (V) name of permanent contact person for meeting affairs, telephone right registration date;
Number. (V) name of permanent contact person for meeting affairs, telephone number in the notice of shareholders' meeting and supplementary notice;
Fully and completely disclose the voting time and details of all (VI) Internet or other ways of all proposals, as well as the proposed discussion and voting procedures for shareholders;
All information (VII) laws, administrative regulations, departmental rules, materials or explanations required to make a reasonable judgment. The matters to be discussed need other matters stipulated by the independent stock exchange.
If the directors express their opinions, the notice of the general meeting of shareholders and the supplementary notice or the supplementary notice will be disclosed at the same time. The independent directors shall fully and completely disclose the opinions and reasons of all proposals. The specific contents of this part, and in order to make the shareholders
If the general meeting of shareholders uses the Internet or other means to make a reasonable judgment on the matters discussed by the general meeting of shareholders, it shall clearly contain some materials or explanations in the notice of the general meeting of shareholders. If the matters to be discussed need to specify the voting time and form of network or other means, and the independent directors express their opinions, the shareholders' general meeting procedure shall be issued. When the notice or supplementary notice of the general meeting of shareholders is given online or in other ways, the starting time of voting will be disclosed at the same time, which shall not be earlier than the opinions and reasons of the on-site independent directors.
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