Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibilities for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(A Sino-foreign joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 568)
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
This announcement is made by Shandong Molong Petroleum Machinery Company Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
In order to improve corporate governance of the Company, according to the relevant legal and regulatory requirements under the "Company Law of the People's Republic of China*" (中華人民共和國公司
法), the "Securities Law of the People's Republic of China*" (中華人民共和國證券法), the "Rules Governing Listing of Shares on Shenzhen Stock Exchange*" (深圳證券交易所股票上市規則) and the
"Guidelines of the Shenzhen Stock Exchange for Standardized Operation of Listed Companies*" (深圳 證券交易所上市公司規範運作指引), the Company proposes to make certain amendments to the articles
of association of the Company (the "Articles of Association"). Details of the proposed amendments ("Proposed Amendments") are as follows:
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Article No. | The existing Articles of Association |
Article 11 | The business scope of the Company |
shall cover the items as approved by the | |
Company registration authority. | |
The Company's main business scope | |
includes: pump, sucker rod, oil pumping | |
machine, oil machinery, textile machinery | |
manufacturing, sales; petroleum machinery | |
a n d r e l e v a n t p r o d u c t d e v e l o p m e n t; | |
commodity information services (excluding | |
intermediary). | |
...... |
Article 113 Without approval by way of special resolution is obtained in a general meeting, the Company shall not enter into any contract with any person other than the directors, general managers and other senior management members whereby the management and administration of the whole or any substantial part of the business of the Company is to be handed over to such person, save for special circumstances such as the Company is in a crisis.
The amended Articles of Association (showing changes to the existing Articles of Association)
The business scope of the Company shall cover the items as approved by the Company registration authority.
The Company's main business scope i n c l u d e s : p u m p , s u c k e r r o d , o i l p u m p i n g m a c h i n e , o i l m a c h i n e r y , textile machinery, steel rolling and processing, special equipment, gear and gearbox, oil drilling special equipment, valve and cock, metallurgy special equipment, mechanical parts p r o c e s s i n gm a n u f a c t u r i n g , s a l e s ; petroleum machinery and relevant product development; commodity information services (excluding intermediary); technology promotion services; energy- saving technology promotion services; technology imports and exports; goods imports and exports; inspection s e r v i c e s; m e a s u r e m e n t s e r v i c e s . (Project approved by law can only be carried out with the approval of the relevant department, and the validity period shall be subject to the license).
......
Without approval by way of special resolution is obtained in a general meeting, the Company shall not enter into any contract with any person other than the directors, general managers and other senior management members whereby the management and administration of the whole or any substantial part of the business of the Company is to be handed over to such person, save for special circumstances such as the Company is in a crisis.
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Article No. | The existing Articles of Association |
Article 145 | ...... |
(10) To appoint or dismiss the general | |
manager of the Company, secretary | |
to the board of directors; appoint | |
or dismiss members of the senior | |
management including the Company's | |
s e n i o r m a n a g e r i a l o f f i c e r s s u c h | |
as deputy managers and financial | |
c o n t r o l l e r a c c o r d i n g t o t h e | |
nomination of the general manager, | |
and determine matters in relation to | |
their remunerations and sanctions; | |
and to appoint, replace or nominate | |
s h a r e h o l d e r s ' r e p r e s e n t a t i v e s , | |
directors and supervisors of controlled | |
subsidiaries and investee subsidiaries; |
......
- To consider and review the working report and the work of the president of the Company;
......
Article 151 Special committees shall be set for the board of directors.
......
The amended Articles of Association (showing changes to the existing Articles of Association)
......
(10) To appoint or dismiss the general m a n a g e r o f t h e C o m p a n y , secretary to the board of directors; appoint or dismiss members of the senior management including the Company's senior managerial officers such as deputy managers and financial controller according to the nomination of the general manager, and determine matters in relation to their remunerations and sanctions; and to appoint, replace or nominate s h a r e h o l d e r s ' r e p r e s e n t a t i v e s , d i r e c t o r s a n d s u p e r v i s o r s o f controlled subsidiaries and investee subsidiaries;
......
- To consider and review the working report and the work of the general managerof the Company;
......
Special committees shall be set for the board of directors.Special committees, i n c l u d i n g t h e A u d i t C o m m i t t e e , t h e N o m i n a t i o n C o m m i t t e e , t h e Remuneration Committee and the Strategy Committee,shall be set for the board of directors.
......
3
The amended Articles of Association | ||
(showing changes to the existing | ||
Article No. | The existing Articles of Association | Articles of Association) |
(IV)M a j o r r e s p o n s i b i l i t i e s a n d | ||
a u t h o r i t i e s o f t h e S t r a t e g y | ||
Committee: | ||
1. Conduct research and make | ||
proposals on the strategic | ||
p l a n n i n g f o r l o n g - t e r m | ||
development of the Company; | ||
2. Conduct research and make | ||
proposals on major investment | ||
a n d f i n a n c i n g p l a n s t h a t | ||
require approval from the | ||
Board under the Articles of | ||
Association; | ||
3. C o n d u c t r e s e a r c h a n d | ||
m a k e p r o p o s a l s o n m a j o r | ||
capital operation and asset | ||
management projects that | ||
require approval from the | ||
Board under the Articles of | ||
Association; | ||
4. C o n d u c t r e s e a r c h a n d | ||
m a k e p r o p o s a l s o n o t h e r | ||
m a j o r i s s u e s a f f e c t i n g | ||
t h e d e v e l o p m e n t o f t h e | ||
Company, including research | ||
and development of major | ||
products and technologies | ||
o f t h e C o m p a n y , m a j o r | ||
business programs or plans, | ||
and key strategic cooperation | ||
arrangements; | ||
5. Review the implementation of | ||
the above matters; | ||
6. Other matters delegated by the | ||
Board. |
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Shandong Molong Petroleum Machinery Co. Ltd. published this content on 08 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 February 2021 05:14:01 UTC.