Securities code: Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) stock abbreviation: Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) Announcement No.: 2022015 bond Code: 143366 bond abbreviation: 17 Huanneng 01
Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
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 this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In order to further improve the standard operation level of the company and improve the corporate governance structure, according to the relevant provisions of the guidelines for the articles of association of listed companies (revised in 2022) and the stock listing rules of Shanghai Stock Exchange (revised in 2022), and in combination with the latest regulatory policies and the actual situation of the company, the company plans to revise some provisions of the articles of association.
Amendment to the articles of Association
Before and after modification of the original terms
The company can reduce its registered capital. A company may reduce its registered capital. To reduce its registered capital, the company must prepare a balance sheet and an inventory of property. The company shall prepare a balance sheet and an inventory of property, notify its creditors within 10 days from the date of making a resolution under Article 22, notify its creditors within 10 days from the date of making a resolution, and at least make a public announcement in a newspaper within 30 days, And make an announcement in the newspaper within 30 days. Three times.
Under the following circumstances, the company may purchase the share capital of the company in accordance with the provisions of the articles of association in accordance with laws, administrative regulations, departmental rules and the provisions of laws, administrative regulations, departmental rules and the articles of association:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company; (II) merge with those holding shares of the company; (II) merge with other companies holding shares of the company; Merger of other companies;
Article 23 (III) use shares for employee stock ownership (III) use shares for employee stock ownership plan or equity incentive; Plan or equity incentive;
(IV) shareholders’ objection to the resolution of merger and division of the company made by the general meeting of shareholders (IV) shareholders’ objection to the resolution of merger and division of the company made by the general meeting of shareholders, and require the company to purchase its shares; Require the company to acquire its shares;
(V) use the shares for conversion and listing (V) use the shares for conversion into corporate bonds issued by the company that can be converted into shares; Coupons;
(VI) the listed company is necessary to protect the company. (VI) the company is necessary to protect the company’s value and shareholders’ rights and interests. And shareholders’ equity.
In addition to the above circumstances, the company will not carry out the acquisition of shares of the company. Acquisition of shares of the company.
The controlling shareholder of the company, the controlling shareholder of the actual control company and the actual controller shall not use their affiliated relationship to damage the public, and shall not use their affiliated relationship to damage the interests of the company or misappropriate the funds of the company. Violation of regulatory interests and embezzlement of the company’s funds. Those who violate the regulations and regulations and cause losses to the company shall bear the liability for compensation if they cause losses to the company. Liability.
The controlling shareholder and actual controller of the company the controlling shareholder and actual controller of the company shall be responsible for the company and the social public shareholders of the company, and shall have the obligation of good faith to the company and the social public shareholders of the company. The controlling shareholders shall have the obligation of good faith in strict accordance with the law. The controlling shareholder shall exercise the rights of the contributor in strict accordance with the law. The controlling shareholder shall exercise the rights of the contributor in accordance with the law. The controlling shareholder shall not make use of profit distribution, asset reorganization, profit distribution, asset reorganization, foreign investment, capital occupation, loan guarantee, foreign investment, capital occupation Damage the legitimate rights and interests of the company and social public shareholders by means of loan guarantee, etc., and shall not use its controlling position to damage the legitimate rights and interests of the company and social public shareholders. The interests of.
The capital transactions between the company and the controlling shareholders and other affiliated companies and between the controlling shareholders and other affiliated parties shall comply with the following provisions:
（1） Controlling shareholders and other related parties (1) controlling shareholders and other related parties Article 39 in the business capital transactions with the company, the occupation of the company’s funds shall be strictly restricted.
The occupation of the company’s funds shall be strictly limited. The controlling shareholder and other related parties shall not require the controlling shareholder and other related parties to advance wages, welfare, insurance, wages, welfare, insurance, advertising and other period expenses for them, nor shall they replace each other with advertising and other period expenses, nor shall they require the company to bear costs and other expenses; The company undertakes costs and other expenses on behalf of the company;
（2） (2) the company shall not provide funds directly or indirectly to the controlling shareholders and other related parties in the following ways: Dongdong and other related parties:
1. Lending the company’s funds with compensation or free of charge 1. Lending the company’s funds to the controlling shareholders and other related parties with compensation or free of charge, directly or indirectly; Used by other related parties;
2. 2. Provide entrusted loans to related parties through banks or non bank financial institutions; The agency provides entrusted loans to related parties;
3. Entrust controlling shareholders and other related parties 3. Entrust controlling shareholders and other related parties to carry out investment activities; Investment activities carried out by the party;
4. Issue commercial acceptance bills without real transaction background for controlling shareholders and other related parties 4. Issue commercial acceptance bills without real transaction background for controlling shareholders and other related parties; Exchange bills of exchange, and repay debts without consideration for goods and services 5, on behalf of controlling shareholders and other related parties, or obviously contrary to commercial logic; In some cases, purchase funds, asset transfer funds
6. Providing funds by means of prepayment from other parties recognized by the CSRC;
Style. 5. Repaying debts on behalf of the controlling shareholders and other related parties, directors, supervisors and senior managers of the company;
Personnel shall be responsible for maintaining the capital safety of the listed company. 6. The legal obligations of other parties recognized by the CSRC shall not violate the formal obligations to the company.
Duty of loyalty, taking advantage of his position to engage in acts of directors, supervisors and senior managers of the company that harm the interests of listed companies. The directors and senior managers of the company shall have the legal obligation to maintain the capital safety of the listed company, and shall not violate the duty of loyalty to the company’s controlling shareholders and their subsidiaries, and take advantage of their position to engage in acts that will damage the interests of the listed company when they occupy the assets of the company. If, according to the seriousness of the case, the person directly responsible shall be occupied and punished by the controlling shareholder and other related persons, and the director who is seriously responsible shall be proposed to transfer funds, assets or other resources and requested to be removed by the general meeting of shareholders. Orders to encroach on the interests of the company shall be clearly rejected when it is found that the controlling shareholder encroaches on the company’s assets, and shall be reported to the board of directors in a timely manner. If the assets of Jinhe may cause losses to the company’s directors and senior managers, the board of directors of the company shall immediately start the process of “freeze upon occupation” through judicial assistance and connivance with the procedures of controlling shareholders and their subsidiaries. When the assets of the company are occupied, the board of directors of the company will, Apply for freezing the company’s equity held by the controlling shareholder, and give the person directly responsible according to the seriousness of the circumstances. If the director who is seriously responsible cannot be disposed of in cash in time, he shall repay the embezzled capital by realizing the equity and request the general meeting of shareholders to remove him.
Gold and assets. If the controlling shareholders, actual controllers and their affiliates occupy the company’s funds and require the company to provide guarantees in violation of laws and regulations, the controlling shareholders The actual controller shall not transfer the company’s shares held and controlled, except that the funds obtained from the transfer of the company’s shares held and controlled are used to pay off the Occupied Funds and remove the illegal guarantee.
The general meeting of shareholders is the power organ of the company. 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 (I) determine the company’s business policy and investment plan;
