Securities code: 300834 securities abbreviation: Xinghui environmental materials Announcement No.: 2022-004 Xinghui environmental protection materials Co., Ltd
On changing the registered capital and company type of the company and amending the articles of Association
And handle the announcement of industrial and commercial change registration
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.
At the 11th meeting of the second board of directors held on January 21, 2022, Xinghui environmental protection materials Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration, which needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of changes in registered capital and company type
Approved by the reply on Approving the registration of initial public offering of shares of Xinghui environmental protection materials Co., Ltd. (zjxk [2021] No. 3801) of China Securities Regulatory Commission and approved by Shenzhen Stock Exchange, the company issued 48428100 RMB common shares (A shares) for the first time and was listed on Shenzhen Stock Exchange on January 13, 2022.
After Huaxing Certified Public Accountants (special general partnership) verified and issued the capital verification report (Huaxing Yan Zi [2022] No. 21000010301), the company's registered capital was changed from RMB 145284253.00 to RMB 193712353.00, and the company's total share capital was changed from 145284253 shares to 193712353 shares, The company type will be changed from "other joint stock limited company (unlisted, natural person investment or holding)" to "joint stock limited company (listed)".
2、 Amendments to the articles of Association
In accordance with the company law of the people's Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange and other laws, regulations and normative documents, and in combination with the actual situation of the company's initial public offering and listing on the gem of Shenzhen Stock Exchange, the board of directors of the company revised accordingly Improve the relevant provisions in the articles of Association (Draft) of Xinghui environmental protection materials Co., Ltd. and change it into the articles of association of Xinghui environmental protection materials Co., Ltd. (hereinafter referred to as the articles of association). See the amendment to the articles of association of Xinghui environmental protection materials Co., Ltd. in the annex to this announcement for specific amendments, The revised articles of association were disclosed on cninfo.com.cn on the same day.
Meanwhile, the board of directors of the company requested the general meeting of shareholders to authorize the board of directors to handle the industrial and commercial changes after the amendment of the articles of association. The change of the company's registered capital, company type and amendment of the articles of association need to be submitted to the general meeting of shareholders for deliberation and approval by special resolution.
3、 Documents for future reference
1. Resolution of the 11th meeting of the second board of directors of Xinghui environmental protection materials Co., Ltd;
2. Articles of association of Xinghui environmental protection materials Co., Ltd.
It is hereby announced.
Board of directors of Xinghui environmental protection materials Co., Ltd
January 21, 2002 Annex:
Xinghui environmental protection material Co., Ltd
Amendment to the articles of Association
At the 11th meeting of the second board of directors held on January 21, 2022, Xinghui environmental protection materials Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the proposal on changing the registered capital and company type of the company, amending the articles of association and handling the industrial and commercial change registration. In accordance with the securities law of the people's Republic of China and other relevant provisions, and in combination with the actual situation of the company, The company plans to amend the relevant provisions of the articles of association of Xinghui environmental protection materials Co., Ltd. (hereinafter referred to as the articles of association), and submit to the general meeting of shareholders to authorize the board of directors to handle the industrial and commercial changes after the amendment of the articles of association.
1、 The specific amendments to the articles of association are as follows:
Articles of the original articles of association and articles of the revised articles of Association
Article 3 the company was registered with the consent of the China Securities Regulatory Commission on [] on December 1, 2021, with the consent of the Securities Regulatory Commission of the public issuer for the first time, and [] shares of common stock in RMB to the public for the first time, and 48428100 shares of common stock in RMB to the public issuer in Shenzhen on [], Listed on the growth enterprise market of Shenzhen Stock Exchange in 2022. On January 13, 2003, it was listed on the gem of Shenzhen Stock Exchange.
Article 6 the registered capital of the company is [] million yuan. Article 6 the registered capital of the company is RMB 193712353.
Article 21 the total number of shares of the company is [] shares, and the total number of shares of each article 21 company is RMB 1, which are ordinary shares. 193712353 shares, with a par value of 1 yuan per share, are ordinary shares.
Article 41 directors, supervisors and senior managers of the company Article 41 directors, supervisors and senior managers of the company violate laws, administrative regulations or the provisions of laws, administrative regulations or the articles of association when performing their duties, causing losses to the company, and the provisions of the articles of association of the company's holding shares cause losses to the company, If the controlling shareholders and actual controllers of the company infringe upon the legitimate rights and interests of the company, cause losses to the company, and the actual controllers infringe upon the legitimate rights and interests of the company, resulting in losses to the company, in accordance with laws, administrative regulations or securities laws of the State Council An investor protection institution established in accordance with administrative regulations or the provisions of the securities regulatory authority under the State Council. An investor protection institution established in accordance with the provisions of the securities regulatory authority under the State Council (hereinafter referred to as the "investor protection institution") holds shares of the company (hereinafter referred to as the "investor protection institution") and holds shares of the company, which may report to the people in its own name for the interests of the company, The company may bring a lawsuit in the people's court in its own name for the benefit of the company. The shareholding ratio and shareholding period are not subject to the litigation brought by the first court, and the shareholding ratio and shareholding period are not subject to the restrictions specified in Article 40.
The restrictions specified in paragraph 1 of article.
Article 49 the general meeting of shareholders is the power organ of the company article 49 the general meeting of shareholders is the power organ of the company and shall exercise the following functions and powers according to law:
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（15） Review the equity incentive plan; （15） Review equity incentive plan and employee stock ownership plan
Articles of the original articles of association and articles of the revised articles of Association
（16） Review laws, administrative regulations, departmental rules or plans;
Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association. （16） The review of laws, administrative regulations, departmental rules or the general meeting of shareholders of the company shall not be exercised by the general meeting of shareholders, and other matters that shall be decided by the general meeting of shareholders as stipulated in the articles of association. The board of directors is authorized to exercise its functions and powers. The general meeting of shareholders of the company shall not authorize the board of directors or other institutions and individuals to exercise the functions and powers legally exercised by the general meeting of shareholders.
Article 50 the following external guarantees of the company shall be approved by the general meeting of shareholders:
（1） Total external guarantee of the company and its holding subsidiaries (1) any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds the amount of the company's latest audited net assets, exceeds 50% of the company's latest audited net assets and exceeds 50%; Any guarantee provided after;
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（6） (VI) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the company, exceeds 30% of the total assets audited in the latest period, and guarantees provided after 30% of the total assets audited in the latest period;
Guarantee
... when the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, and when the shareholder or the guarantee proposal provided by the actual affiliates, the shareholder or the shareholder controlled by the actual controller shall not participate in the voting, The shareholders controlled by the international controller shall not participate in the voting. The voting shall be held by other shareholders attending the general meeting of shareholders, and the voting shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
More than half of the right to vote. If the directors, supervisors and senior managers of the company violate the approval authority and review procedures stipulated in the articles of association and provide external guarantees, the company will give corresponding sanctions in accordance with the internal management system, resulting in losses to the interests of the company and shareholders, The person directly responsible shall bear the corresponding compensation liability.
Article 53 the place where the company holds the general meeting of shareholders Article 53 the place where the company holds the general meeting of shareholders is the domicile of the company or the place specified in the notice of the general meeting of shareholders. The domicile of the company or the place specified in the notice of the general meeting of shareholders. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. If it is really necessary to change, the location of the on-site meeting shall not be changed. If it is really necessary to change, the convener shall issue a notice two trading days before the date of the on-site meeting, and the convener shall issue a notice two trading days before the date of the on-site meeting and explain the specific reasons. Inform and explain the specific reasons.
The general meeting of shareholders will set up a venue. The on-site meeting and online general meeting of shareholders will set up a venue and be held in the form of a combination of on-site meeting and voting. Shareholders participate in the meeting through the above methods, and the company will also provide online voting. If shareholders participate in the general meeting of shareholders, they are deemed to be present. Facilitate the general meeting of shareholders. Shareholders who participate in the shareholders' meeting in the above ways shall be deemed to be present.
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Article 57... Article 57
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. If the board of supervisors agrees to convene the extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original proposal in the notice shall be approved by the relevant shareholders. Any change to the original request in the shall be approved by the relevant shareholders.
Articles of the original articles of association and articles of the revised articles of Association
Article 58 If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, if they decide to convene the general meeting of shareholders of the company, they shall notify the board of directors in writing. At the same time, they shall report to the agency dispatched by the CSRC and the stock exchange where the securities are located for the record.
Case. Before the resolution of the general meeting of shareholders, if the shareholding ratio of the convening shareholders is not before the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
Less than 10%. The board of supervisors and the convening shareholders shall send the notice of the general meeting of shareholders, and the convening shareholders shall submit the relevant documents to the stock exchange when sending the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders and the general meeting of shareholders
