Securities code: 000543 securities abbreviation: An Hui Wenergy Company Limited(000543) Announcement No.: 2022-03
An Hui Wenergy Company Limited(000543)
Announcement on Amending the articles of Association
An Hui Wenergy Company Limited(000543) (hereinafter referred to as "the company" or "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.
An Hui Wenergy Company Limited(000543) (hereinafter referred to as "the company" or "the company") held the 9th meeting of the 10th board of directors on January 26, 2022, and deliberated and adopted the proposal on Amending the articles of association. The above proposal needs to be submitted to the general meeting of shareholders for deliberation. The details are as follows:
1、 Reasons for this revision
In accordance with the provisions and requirements of the securities law of the people's Republic of China (revised in 2019 and implemented on March 1, 2020), the guidelines for the articles of association of listed companies (revised in 2019), as well as the company's strategic development and actual business needs, and in combination with the requirements of the market supervision and administration department, the company plans to amend the articles of association.
2、 Amendments to the articles of Association
The original terms and conditions are to be revised and the basis for revision
Article 14 Article 14 according to the company's strategy, the business scope of the company is registered according to law. After registration according to law, the business scope of the company is: development and actual business. The main businesses are: power generation, energy conservation and related projects, power transmission and power supply (distribution); The thermal camp needs to be modified. Concurrent business: production and supply of raw materials related to power construction; Contract energy management; Energy conservation management services; Development of power generation, high-tech and export foreign exchange earning projects, investment and research and development of high-efficiency and energy-saving technologies in the industry; Intelligent power transmission and distribution and control equipment
Capital and operation. Sale; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Wind power technology services; wind
Business mode: joint venture, cooperation, holding, equity participation, research and development of relevant systems of power plant; Research and development of emerging energy technologies; Carbon emission reduction, development, production, investment, leasing, service, consultation, commission carbon conversion, carbon capture and carbon storage technology research and development; Research on new material technology
Entrusted operation, self support, etc. Hair; Application system integration services in artificial intelligence industry; Energy storage technology service
Service; Industrial Internet data service; Sales of coal and products; technology
Services, technology development, technical consultation, technology exchange, technology transfer
Technology promotion; Engaging in investment activities with its own funds; Construction Engineering Construction
Workers; Hydroelectric power generation (finally approved by the market supervision and administration authority)
Business scope shall prevail).
Business mode: joint venture, cooperation, holding, equity participation, development
Production, investment, leasing, service, consultation, entrusted operation and self operation
Wait.
Article 79: Article 79: according to the securities law of the people's Republic of China, shareholders (including shareholders' agents) shall exercise their voting rights with the number of voting shares they represent, and the number of shares of each right shall exercise their voting rights, Each share has one vote (revised in 2019)
Shares have one vote. Right. (2) modification.
The general meeting of shareholders deliberates on major issues affecting the interests of small and medium-sized investors
In case of major matters, the votes of small and medium-sized investors shall be counted separately. The votes are counted separately. The results of separate vote counting shall be disclosed in a timely manner, and the results shall be disclosed in a timely manner.
Dew. The shares of the company held by the company have no voting rights, and this part
The shares of the company held by the company have no voting rights, and the shares are not included in the total number of shares with voting rights attending the general meeting of shareholders.
And this part of the shares shall not be included in the board of directors, independent directors and shareholders holding more than 1% of the shares of the listed company attending the general meeting of shareholders
Total number of voting shares. Shareholders of voting shares or in accordance with laws, administrative regulations or the state
The board of directors, independent directors and shareholders of investor protection mechanisms established in accordance with the provisions of the securities regulatory authority of the State Council may solicit shareholders' voting rights, and the company may not solicit shareholders' voting rights publicly. To solicit shareholders' voting rights, a minimum shareholding ratio limit shall be put forward for soliciting voting rights. Fully disclose the specific voting intention and other information to the solicited person. Prohibit to
Solicit shareholders' voting rights in a paid or disguised way. Company no
May propose a minimum shareholding limit on the solicitation of voting rights.
Article 117 the board of directors of a listed company shall exercise the following functions and powers in accordance with the guidelines for the articles of association of the company (I) to convene and report to the general meeting of shareholders (I) to convene and report to the general meeting of shareholders; (revised in 2019)
Reporting work; (II) implement the resolutions of the general meeting of shareholders; (2) modification.
(II) implement the resolutions of the general meeting of shareholders; (III) decide on the company's business plan and investment plan;
(III) decide on the company's business plan and investors (IV) decide on the company's decision due to Article 24 (III) of the articles of Association
Case; Acquisition of the company under the circumstances specified in item, item (V) and item (VI)
(IV) determine the shares of the company due to Article 24 of the articles of Association;
Item (III), (V) and (VI) (V) formulate the company's annual financial budget plan and final settlement party
Purchase the shares of the company under certain circumstances; Case;
(V) formulate the company's annual financial budget Party (VI) formulate the company's profit distribution plan and make up losses party
Project and final settlement plan; Case;
(VI) formulate the company's profit distribution plan and (VII) formulate the company's increase or decrease in registered capital and issuance
Loss covering plan; Bonds or other securities and listing plan;
(VII) formulate the company's plan to increase or reduce its registered capital (VIII) formulate the company's major acquisition, acquisition of the company's shares or
Issuance of bonds or other securities and listing plan of the company; Plans for merger, division, dissolution and change of company form;
(VIII) formulate major acquisitions and acquisitions of the company (IX) decide the company's external investment within the scope authorized by the general meeting of shareholders
Company stock or merger, division, dissolution and change of company investment, acquisition and sale of assets, asset mortgage, external guarantee
Formal scheme; Entrusted financial management, related party transactions and other matters;
(IX) to decide (x) the establishment of the company's internal management organization within the scope authorized by the general meeting of shareholders;
The company's external investment, acquisition and sale of assets, asset mortgage, (XI) appointment or dismissal of the company's general manager, Secretary of the board of directors, external guarantee matters, entrusted financial management, related party transactions, etc; Appoint or dismiss the deputy general manager of the company according to the nomination of the general manager
Item; Managers, financial directors and other senior managers, and determine their remuneration
(x) decide on the establishment, rewards and punishments of the company's internal management organization;
Set; （12） Formulate the basic management system of the company;
（11） Appoint or dismiss the general manager of the company; (XIII) formulate the amendment plan of the articles of Association;
Secretary of the board of directors; Appoint or (14) manage the information disclosure of the company according to the nomination of the general manager;
Those who dismiss the company's deputy general manager, financial officer and other senior (15) shall apply to the general meeting of shareholders for employment or replacement for the company's review
An accounting firm that manages personnel and decides on their remuneration and rewards and punishments;
Item; （16） Listen to the work report of the general manager of the company and check the general manager
（12） Formulate the basic management system of the company; Manager's work;
（13） Formulate the amendment plan of the articles of Association; （17） Laws, administrative regulations, departmental rules or the articles of Association
（14） Manage the information disclosure of the company; Other functions and powers authorized by the.
（15） Propose to the general meeting of shareholders to hire or replace the board of directors of the company, establish an audit committee, and set up an audit committee as required
An accounting firm that audits the company; Relevant special committees on strategy, nomination, salary and assessment. specialized
（16） Listening to the work report of the general manager of the company, the committee is responsible to the board of directors and performs its duties in accordance with the articles of association and the authorization of the board of directors
And check the work of the general manager; The proposal shall be submitted to the board of directors for deliberation and decision. senior specialist in the government
（17） The members of the board of directors of laws, administrative regulations and departmental rules are all composed of directors, including the audit committee and the nomination committee
Or other powers conferred by the articles of association. Independent directors account for the majority of the board of directors and the remuneration and assessment committee
Convener: the convener of the audit committee is an accounting professional. Dong
The Council is responsible for formulating the working procedures of the special committee and standardizing the special committee
The operation of the Council.
Article 136 in accordance with the guidelines for the articles of association of Listed Companies in which the controlling shareholders and actual controllers of listed companies assume the positions of directors and supervisors other than directors and supervisors in the controlling shareholder units of listed companies, the personnel who hold other positions other than directors and supervisors shall not hold other administrative positions, Shall not serve as senior management of the company. (revised in 2019)
You have to be a senior manager of the company. (2) modification.
The above matters need to be submitted to the general meeting of shareholders of the company for deliberation
3、 Documents for future reference
Resolution of the 9th meeting of the 10th board of directors.
It is hereby announced.
An Hui Wenergy Company Limited(000543) board of directors
January 27, 2002
