Securities code: Beijing Orient Landscape & Environment Co.Ltd(002310) securities abbreviation: Beijing Orient Landscape & Environment Co.Ltd(002310) Announcement No.: 2022026
Beijing Orient Landscape & Environment Co.Ltd(002310)
Announcement on revising relevant company systems
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
(hereinafter referred to as "company")
On April 26, 2004, the 21st Meeting of the seventh board of directors was held, and the amendments to the
Proposal on the articles of association of the company, proposal on Amending the rules of procedure of the general meeting of shareholders, proposal on Amending the rules of procedure of the board of directors
Proposal on Amending the management system of information disclosure affairs. It will now be revised
The terms and specific contents are announced as follows:
1、 Amendments to the articles of association:
Before and after Clause amendment
Article 2 Article 2... Article 2
The company was approved by the notice on Approving Beijing Beijing Orient Landscape & Environment Co.Ltd(002310) owned company and the notice on Approving Beijing Beijing Orient Landscape & Environment Co.Ltd(002310) Co., Ltd. to be changed into Beijing Beijing Orient Landscape & Environment Co.Ltd(002310) Co., Ltd. by the Beijing Municipal People's government to initiate the establishment of Beijing Beijing Orient Landscape & Environment Co.Ltd(002310) Co., Ltd. (Jingzheng Ti Gai Gu Han [2001] No. 48), The establishment was changed by Beijing Beijing Orient Landscape & Environment Co.Ltd(002310) Co., Ltd. by way of initiation; The company was established by Beijing Beijing Orient Landscape & Environment Co.Ltd(002310) Co., Ltd; The company was registered in the Beijing Administration for Industry and Commerce on September 12, 2001 and in the Beijing market supervision and administration on September 12, 2001, and obtained the business license of enterprise legal person with the registration number of: Ji and the business license of enterprise legal person with the registration number of 1100 Shenzhen Aisidi Co.Ltd(002416) 896. 1100 Shenzhen Aisidi Co.Ltd(002416) 896。
Article 3 Article 3 Article 3
On November 6, 2009, the company was approved by the China Securities Regulatory Commission. On November 6, 2009, the company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") and approved by the Social Commission (hereinafter referred to as the "CSRC") for the first time. It issued 14.5 million new shares of RMB common shares to the public for the first time, and 14.5 million new shares of RMB common shares to the public in 2009, It was listed on Shenzhen Stock Exchange on November 27, 2009. It was listed on Shenzhen Stock Exchange on November 27, 2004.
The company was approved by the China Securities Regulatory Commission on
Approved by Document No. [], non-public issuance of [] preferred shares per share
The par value of the shares is RMB 100, which was registered in Shenzhen on mm / DD / yyyy
Listed on Shenzhen Stock Exchange.
Article 14 the shares of the company shall be in the form of shares. Article 14 the shares of the company issued by the company shall be in the form of shares.
Shares are divided into ordinary shares and preferred shares. Ordinary shares refer to the shares issued by the company
Ordinary classes of shares generally stipulated in the company law. preferred stock
Before and after Clause amendment
Means shares other than ordinary shares in accordance with the general provisions of the company law
For other types of shares as otherwise specified, the holders of shares shall have priority over ordinary shares
General shareholders distribute the company's profits and remaining property, but participate in the company's decision-making
Shares with restricted rights such as policy management.
Article 16 the par value of the shares issued by the company shall be indicated in RMB. The par value of the shares issued by the company shall be indicated in RMB. The par value of ordinary shares is 1 yuan, the par value of preferred shares is 1 yuan, and the par value of ordinary shares is 1 yuan.
100 yuan.
Article 19 the capital structure of the company consists of ordinary shares and preferred shares. Article 19 the capital structure of the company is 2685462004 million ordinary shares, and the total number of shares of the company is [] million, including 2685462004 ordinary shares.
Million shares, and [] million preferred shares.
Article 21 according to the needs of operation and development and in accordance with Article 21 of the law, the company may increase its capital in the following ways: according to the needs of operation and development and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways:
(I) issue shares to the public; (I) public offering of shares;
…… ……
(V) provisions of laws and administrative regulations, and (V) provisions of laws and administrative regulations approved by the CSRC, as well as other methods of China Securities Regulatory Commission. The preferred shares issued by other companies approved by the Commission (hereinafter referred to as "CSRC") shall not exceed the total number of ordinary shares of the company.
And the amount of financing shall not exceed the net assets before issuance
Fifty percent of the preferred shares that have been repurchased are not included in the calculation. company
Preferred shares convertible into ordinary shares shall not be issued.
Article 23 under the following circumstances, the company may purchase its own shares in accordance with laws and regulations. However, in accordance with the provisions of political and legal regulations and the articles of association, the company's shares are purchased: except under one of the following circumstances:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
…… ……
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. On the premise of complying with relevant laws and regulations, the company can
The business situation and the time and price specified in the preferred stock issuance documents shall be redeemed
Return the preferred shares of the company; Shareholders of preferred shares have no right to claim compensation from the company
The company resold its preferred shares. The company shall return to the company in accordance with the provisions of the articles of association
Those who purchase preferred shares must fully pay the dividends owed.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to repurchase its shares. Article 24 the company may purchase its shares through public centralized trading, or through centralized bidding trading in laws, administrative regulations and China Securities Regulatory Commission (I) stock exchange; Other methods approved by the.
(II) method of offer; The company shall adopt other methods approved by the CSRC in accordance with item (III) and item (V) (III) of Article 23 of the articles of association. The acquisition of the company's shares under the circumstances specified in items and (VI) shall be conducted through public centralized trading in accordance with items (III) and (V) of Article 23 of the articles of association.
In the case of purchasing shares of the company under the circumstances specified in item and item (VI), it shall
When conducted through open centralized trading.
Article 25 Where a company purchases its shares under the circumstances specified in Article 23 (I) and Article 25 (I) of the articles of association, it shall purchase its shares under the circumstances specified in Item (II)
Before and after Clause amendment
Resolutions of the general meeting of shareholders; Due to item (III) of Article 23 of the articles of association and the resolution of the general meeting of shareholders; The acquisition of the company's shares under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, the acquisition of the company's shares under the circumstances specified in items (V) and (VI) shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors, and the resolution of the board meeting attended by more than two-thirds of the directors. The company shall negotiate in accordance with item (I) of Article 23 of the articles of association. If the company is in accordance with item (I) of Article 23 of the articles of association, it shall be cancelled within 10 days from the date of acquisition; If it belongs to item (II), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; Cancellation of items (III), (V) and (VI); In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and 10% of the total issued shares of the company shall be transferred within 3 years, and shall be transferred or cancelled within 3 years. Where a company purchases its own shares, it shall cancel them in accordance with the securities or exchange agreement.
Fulfill the obligation of information disclosure in accordance with the provisions of the law. The company shall reply in accordance with the provisions of this article
After the purchase of preferred shares, the preferred shares issued shall be written down accordingly
total.
Article 26 the shares of the company may be transferred according to law. Article 26 the shares of the company may be transferred according to law.
The company's shares are listed and traded on the SME Board of Shenzhen Stock Exchange;
After the listing of the company's shares is terminated, it enters the agent share transfer system
Continue the transaction.
The company will not make any amendment to the provisions of the preceding paragraph in the articles of association.
Article 29 the directors, supervisors and senior managers of the company, the directors, supervisors and senior managers of the company holding more than 5% of the shares of the company, and the shareholders holding more than 5% of the shares of the company shall sell their shares of the company within 6 months from the date of purchase, Or if the securities with equity nature are purchased within 6 months from the date of sale or other securities with equity nature are purchased within 6 months from the date of purchase, the proceeds thus obtained shall belong to the company. If the securities are sold within 6 months from the date of sale or purchased within 6 months from the date of sale, the board of directors of the company will recover the proceeds. However, the proceeds obtained by the securities company from this shall be owned by the company, and the board of directors of the company will recover the proceeds from the sale if it holds more than 5% of the shares after the sale of the remaining shares purchased by it. However, the time limit of six months is not applicable for the securities company to purchase the remaining after-sales shares due to underwriting. If the company holds more than 5% of the shares, or if the board of directors of the company fails to comply with the provisions of the preceding paragraph as stipulated by the CSRC, except under other circumstances that the shareholders have the right to require.
The board of directors shall execute within 30 days. If the board of directors of the company fails to implement the above-mentioned measures within the above-mentioned time limit, the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph shall have the right to directly hold shares or other equity securities in their own name for the benefit of the company, including taking legal proceedings to the people's court. Held by spouse, parents and children and used by them
