Securities code: Fujian Haiyuan Composites Technology Co.Ltd(002529) securities abbreviation: Fujian Haiyuan Composites Technology Co.Ltd(002529) Announcement No.: 2022026 Jiangxi Haiyuan composite material technology Co., Ltd
Announcement on Amending the 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.
Jiangxi Haiyuan composite material technology Co., Ltd. (hereinafter referred to as "the company") held the 17th meeting of the 5th board of directors on April 25, 2022, deliberated and adopted the proposal on Amending the articles of association. The specific information is announced as follows:
In order to further improve the standard operation level of the company and improve the corporate governance structure, the articles of association are proposed to be revised in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of Shenzhen Stock Exchange and other relevant laws and administrative regulations, as well as the actual needs of the company, as follows:
Terms before and after amendment
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 Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers, managers 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 or their shareholders, their shares of the company or other securities with equity nature within 6 months after purchase, and the securities with equity nature shall be sold within 6 months after purchase, Or buy and sell again within 6 months after the sale, or buy again within 6 months after the sale, and the income thus obtained shall belong to the company, the income thus obtained by the directors of the company shall belong to the company, and the board of directors of the company will recover its income. The company will recover its income. However, unless the securities company... Holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the CSRC.
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Article 40 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, which exercises the following functions and powers according to law:
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（16） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership plan;
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Article 41 the following external guarantee banks of the company Article 42 the following external guarantee acts of the company shall be deliberated and approved by the general meeting of shareholders:
(I) the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds the total amount of external guarantee in the latest period and reaches or exceeds 50% of the audited net assets in the latest period; Guarantee;
(II) any guarantee provided after the total amount of external guarantee of the company reaches (II) the total amount of external guarantee of the company, reaches or exceeds 30% of the latest audited total assets or exceeds 30% of the latest audited total assets; Any guarantee provided later;
(III) guarantee for the guarantee company whose asset liability ratio exceeds 70% (III) the guarantee amount within one year exceeds the guarantee provided by the guarantee object; (IV) the amount of single guarantee of 30% of the company's total audited assets in the latest period exceeds that in the latest period;
Audit the guarantee of 10% of net assets; (IV) guarantee for the guarantee with asset liability ratio exceeding 70% (V) guarantee for shareholders, actual controllers and their related objects;
Guarantee provided by the joint party. (V) the amount of a single guarantee exceeds 10% of the latest audited net assets of;
(VI) guarantees provided to shareholders, actual controllers and their related parties.
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Article 55 the notice of the general meeting of shareholders includes Article 56 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; Limit;
(II) matters submitted to the meeting for deliberation and (II) matters and proposals submitted to the meeting for deliberation; The matters to be discussed require the independent director to make an intention; If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed when issuing the notice or supplementary notice of the general meeting of shareholders; The opinions and reasons of independent directors will be disclosed at the same time; (III) description in obvious words: all shares (III) description in obvious words: all shareholders have the right to attend the general meeting of shareholders and can appoint a shareholder in writing. All shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend and vote. The shareholder entrusts a proxy to attend and vote, and the proxy need not be a shareholder of the company; The agent need not be a shareholder of the company;
(IV) shares of shareholders entitled to attend the general meeting of shareholders (IV) equity registration date of shareholders entitled to attend the general meeting of shareholders; Between the date of equity registration and the date before the meeting; The interval between the date of equity registration and the date before the meeting shall not be more than 7 working days.
The interval between equity registration shall not be more than 7 working days. Once the equity registration date is determined, it shall not be changed; Once the recording date is determined, it shall not be changed;
(V) name and telephone number of permanent contact for conference affairs (V) name and telephone number of permanent contact for conference affairs. Number;
... (VI) voting time and procedures of network or other means.
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Article 78 shareholders (including shareholders' agents Article 79 shareholders (including shareholders' agents) shall exercise their voting rights according to the number of voting shares they represent. Each share shall have one vote, and each share shall have one vote. Right.
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The company's board of directors, independent directors and shareholders who meet the requirements for relevant shareholders to buy voting shares of the company in violation of the specified conditions may publicly solicit voting rights. In contrast to the solicitation of shareholders' voting rights in paragraphs 1 and 2 of Article 63 of the securities law, the solicited person shall fully disclose the specific voting intention and other information to the shares exceeding the specified proportion. It is prohibited to exercise the voting rights within 36 months after the purchase with compensation, or solicit the voting rights of shareholders in a disguised way with compensation. The company shall not propose the minimum total number of shares to be held for the solicitation of voting rights, which shall not be included in the voting shares attending the general meeting of shareholders.
Proportional limit. The company's board of directors, independent directors, shareholders holding more than 1% of voting shares and investor protection institutions established in accordance with the provisions of the CSRC may publicly solicit voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 81 on the premise of ensuring the legality and effectiveness of the shareholders' meeting, and on the premise of the legality and effectiveness of the shareholders' meeting in various ways, the company shall give priority to providing various ways and means of online voting platform, giving priority to providing modern information technology means such as online voting platform, and providing modern information technology means such as shareholder voting platform for shareholders, Facilitate shareholders' participation in the general meeting. Plus the convenience of the general meeting of shareholders.
Article 108 the board of directors shall exercise the following functions and powers:
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(VIII) within the scope of authorization of the general meeting of shareholders, decide (IX) within the scope of authorization of the general meeting of shareholders, decide on the company's foreign investment, acquisition and sale of assets, external investment of the company, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related party mortgage, external guarantee, entrusted financial management, related party transactions and other matters; Transactions, external donations and other matters;
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Article 117 the interim meeting of the board of directors shall be notified by telephone, fax, wechat or e-mail; Notice time limit: wechat or email; The time limit for notification is 3 days before the meeting. 3 days before the meeting; In case of emergency, if it is necessary to convene an interim meeting of the board of directors as soon as possible, the board of directors may send a notice of the meeting by telephone, fax or e-mail at any time.
Article 127 holding shares in the company Article 127 persons holding administrative positions other than directors and supervisors in the controlling shareholder and actual controller of the company, persons holding administrative positions other than directors and supervisors in the actual controller of the company, and persons holding administrative positions other than public and senior managers of the company shall not be held. Senior management of the division.
The company's senior managers are only paid in the company and are not paid by the controlling shareholder.
New: Article 137 senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the company's senior managers fail to faithfully perform their duties or violate the obligation of good faith, resulting in damage to the interests of the company and public shareholders, they shall bear compensation according to law
