China National Complete Plant Import And Export Co.Ltd(000151) articles of association amendment comparison table
Serial number / chapter original clause revised clause basis
1 / Chapter I Article 9 all the assets of the company are divided into equal shares, and the shareholders are limited to their shares. Article 9 the company operates independently, accounts independently, assumes sole responsibility for its profits and losses and independently bears civil liabilities according to law. Three year reform of state-owned enterprises combined with public enterprises
The general rules shall be responsible for the company, and the company shall be responsible for the company's debts with all its assets. All assets of the company are divided into equal shares, and shareholders are liable to the company to the extent of their shares, which is required by the company's action plan
Assume responsibility for the company's debts with all its assets.
2 / Chapter 1 Article 11 The term "other senior managers" in the articles of association refers to the Secretary of the board of directors of the company. Article 11 The term "senior managers" in the articles of association refers to the general manager, deputy general manager and financial manager of the company, combined with the three-year reform of state-owned enterprises
General provisions, deputy general manager, financial principal and other senior managers appointed by the board of directors, Secretary of the board of directors, general counsel and other senior managers appointed by the board of directors. Action plan requirements
Clerk.
3 / Article 12 of Chapter I establishes a group of the Communist Party of China in accordance with the constitution of the Communist Party of China Article 12 establishes an organization of the Communist Party of China in accordance with the constitution of the Communist Party of China, which is combined with the three-year reform of state-owned enterprises
Party organizations play a central role in politics, participating in decision-making, taking the lead in implementation and effective supervision. Give play to the central role of politics, take direction, manage the overall situation, promote implementation, participate in decision-making, take the lead in implementation and effectively meet the requirements of the action plan
Supervision.
4 / Chapter II Article 14 business purpose of the company: import and export complete sets of equipment, technology and electromechanical products article 14 business purpose of the company: adhere to the concept of green development and deeply cultivate both China and the world
Business purpose and export as the leader, driving the export of technology, products and personnel and other related business development; Based on the industrial market, establish the eco-environmental brand of SDIC group, carry out the business related to the investment and construction of environmental protection industry, and combine the company's operation with the society
Based on the scope of investment, take the road of combination of technology, industry and trade and international operation and development. Provide high-quality comprehensive environmental protection solutions to create value for shareholders, employees and society.
Article 15 after being registered according to law, the business scope of the company is:
Article 15 after being registered according to law, the business scope of the company is: solid waste treatment, hazardous waste management, recycling of renewable resources (except productive waste metals)
Dispatch labor personnel needed for overseas projects; Import and export business; Undertake the processing and treatment of metal waste and debris, the processing and treatment of non-metal waste and debris, the sales and reuse of renewable resources
China's foreign economic and technical assistance projects and foreign general material assistance projects, contracted raw resource processing and renewable resource recycling (excluding fixed waste, hazardous waste, end-of-life vehicles, etc.)
5 / Chapter II various overseas projects and domestic and foreign-funded projects; Provide projects approved by the departments of economy, trade, technology and information), urban domestic waste business services, food waste treatment and soil pollution control
Business purpose and consulting and exchange services; Integration of complete sets of equipment and technical systems and related technical services; Warehouse management and repair services, technical exchange, technology promotion, energy conservation management services, research and development of environmental protection technology and equipment, combined with the company's operation
Range storage; House leasing; Dispatch various types of labor personnel abroad (excluding Hong Kong, Macao and Taiwan); Manufacturing and sales; Engineering design and park management services. Dispatch labor services required for overseas projects
Selling food; Sales of medical devices, cosmetics, toiletries and daily necessities, including personnel; Import and export business; Undertake China's foreign economic and technical assistance projects and provide general material assistance to foreign countries
Force resource services. The business scope of the company belongs to the projects that must be approved by laws and administrative regulations, and contracts all kinds of overseas projects and domestic and foreign-funded projects; Trade, technology, information provision
Approved projects shall be approved according to law. Consulting and communication services; Integration of complete sets of equipment and technical systems and related technical services; storage; house
lease; Selling food; Sales of medical devices, cosmetics, toiletries and daily necessities, human resources
Source service. Other businesses that comply with laws and regulations.
The items within the business scope of the company that are subject to approval according to laws and administrative regulations shall be approved according to law
approval.
Article 42 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) determine the company's business policy and investment plan; Article 42 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(II) to elect and replace directors and supervisors who are not staff representatives, and (I) to decide on the company's business policy and investment plan;
Matters related to the remuneration of directors and supervisors; (II) elect and replace directors and supervisors not held by employee representatives, and decide on relevant directors and supervisors
(III) review and approve the report of the board of directors; Remuneration for the event;
(IV) review and approve the report of the board of supervisors; (III) review and approve the report of the board of directors;
(V) review and approve the company's annual financial budget plan and final account plan; (IV) review and approve the report of the board of supervisors;
(VI) review and approve the company's profit distribution plan and loss recovery plan; (V) review and approve the company's annual financial budget plan, budget adjustment plan, final account plan and;
(VII) make resolutions on the increase or decrease of the company's registered capital; (VI) review and approve the company's profit distribution plan and loss recovery plan;
(VIII) make resolutions on the issuance of corporate bonds; (VII) make resolutions on the increase or decrease of the company's registered capital;
6 / Chapter IV (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company (VIII) issue of corporate bonds; Make a resolution in combination with the three-year reform of state-owned enterprises; (IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company; The action plan requires the general assembly (x) to amend the articles of Association; (x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company; （11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Deliberating and approving the guarantee matters specified in Article 43; （12） Deliberating and approving the guarantee matters specified in Article 43;
（13） Review the company's purchase and sale of major assets within one year exceeding the company's maximum (XIII) review the company's purchase and sale of major assets within one year exceeding the company's latest audited
30% of the total assets audited in the recent period; Matters accounting for 30% of total assets;
（14） Review and approve the change of the purpose of the raised funds; （14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan; （15） Review and approve the company's equity incentive plan and employee stock ownership plan;
（16） Review of laws, administrative regulations, departmental rules or the articles of Association (16) review of laws, administrative regulations, departmental rules or the articles of association shall be conducted by the general meeting of shareholders
Other matters decided by the general meeting of shareholders.
Other matters decided.
The above matters shall not be performed by the board of directors or other institutions and individuals in the form of authorization, and the above matters shall not be performed by the board of directors or other institutions and individuals in the form of authorization.
For exercise.
Article 78 the following matters shall be adopted by the general meeting of shareholders by ordinary resolution: Article 78 the following matters shall be adopted by the general meeting of shareholders by ordinary resolution:
(I) work reports of the board of directors and the board of supervisors; (I) work reports of the board of directors and the board of supervisors;
7 / Chapter IV (II) profit distribution plan and loss recovery plan formulated by the board of directors; (II) profit distribution plan and loss recovery plan prepared by the board of directors;
Shareholders and shareholders (III) appointment and removal of members of the board of directors and the board of supervisors and their remuneration and payment methods; (III) appointment and removal of members of the board of directors and the board of supervisors and their remuneration and payment methods; Combined with the three-year reform of state-owned enterprises
(IV) annual budget plan and final account plan of the company; (IV) the company's annual budget plan, budget adjustment plan and final settlement plan; Action plan requirements
(V) annual report of the company; (V) annual report of the company;
(VI) unless laws, administrative regulations or the articles of association provide that special resolutions should be adopted. (VI) except that laws, administrative regulations or the articles of association provide that special resolutions should be adopted
Matters other than those adopted. Other matters.
Article 116 the company has a board of directors, which is responsible for the general meeting of shareholders. Play a strategic role, make decisions
8/ Chapter V combined with the three-year reform of state-owned enterprises
Article 116 the company has a board of directors, which is responsible for the general meeting of shareholders. It plays a risk prevention role and makes decisions on major issues of the company in accordance with laws, regulations and the articles of association
