Shan Dong Lubei Chemcal Co.Ltd(600727) articles of Association
(revised on February 9, 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, these articles of association are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 Shan Dong Lubei Chemcal Co.Ltd(600727) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was established by public offering on November 7, 1995 with the approval of Shandong Provincial People’s government lzz [1995] No. 152 document; Registered with Shandong Administration for Industry and Commerce and obtained a business license. The business license number is 913700007254238017.
Article 3 the company issued 30 million ordinary shares in RMB to the public for the first time on May 17, 1996 with the approval of the China Securities Regulatory Commission, and was listed on the Shanghai Stock Exchange on July 2, 1996.
Article 4 registered name of the company: Shan Dong Lubei Chemcal Co.Ltd(600727)
Full English name of the company: Shanghai Lubei Chemical Co., Ltd
Article 5 domicile of the company: Chengkou Town, Wudi County, Shandong Province
Postal Code: 251909
Article 6 the registered capital of the company is 528583135 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, members of the Party Organization (Discipline Inspection organization), directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company: make full use of local conditions and existing advantages, vigorously develop the chemical industry, actively explore the market at home and abroad, focus on the chemical industry, develop in multiple directions, improve economic benefits and the popularity of the company, make the strength of the company grow continuously, and make all shareholders obtain satisfactory economic returns.
Article 13 with the approval of the company registration authority, the business scope of the company is: general items: fertilizer sales; Sales of non edible salt; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Sales of coal and coal products; Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Lime and gypsum manufacturing; Lime and gypsum sales; Sales of renewable resources; Low temperature storage (excluding hazardous chemicals and other items requiring approval); Solid waste treatment; Plastic products manufacturing; Sales of plastic products; Sales of building materials; Animal husbandry and fishery feed sales; Research and development of biological feed; Wholesale of aquatic products; Licensed items for the purchase of aquatic products (except for the items subject to approval according to law, carry out business activities independently according to law with the business license): production of hazardous chemicals; Cement production; Aquaculture; Fertilizer production; Hazardous waste management; Mining of mineral resources (non coal mines); Import and export of goods; Feed production; Food production; Road cargo transportation (excluding dangerous goods) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
Chapter III shares
Section 1 stock issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, with the same rights and interests for the same shares. For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares of the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is a joint stock limited company established through public offering by Shandong Lubei Enterprise Group Corporation as the sole sponsor. Shandong Lubei enterprise group decided to establish the company with the net assets assessed by the assets and liabilities of its core enterprise Shandong Shan Dong Lubei Chemcal Co.Ltd(600727) General Factory and confirmed by the State Administration of state owned assets as capital contribution on October 25, 1995. The above net assets were audited and confirmed by an accounting firm on December 18, 1995. The capital contribution of Shandong Lubei Enterprise Group Corporation has been fully paid.
Article 19 the total number of shares of the company is 528583135, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 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 through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 the registered capital of a company may be reduced. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures of the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company;
(IV) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders.
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 acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 25 the acquisition of shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 23, if it falls under item (I), 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.
The shares of the company purchased by the company in accordance with item (III) of Article 23 will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Shandong Lubei Enterprise Group Corporation, the controlling shareholder of the company, promises that its non tradable shares of the company will not be listed for trading within 12 months from the date of obtaining the circulation right. After the expiration of the above-mentioned prohibition period, the shares sold through the stock exchange will not exceed 5% of the total shares of the company within 12 months and 10% within 24 months.
Other non tradable shareholders promise that their non tradable shares of the company will not be listed for trading within 12 months from the date of obtaining the circulation right.
For non tradable shareholders who have not explicitly agreed to participate in the split share structure reform of the company and whose shares are pledged or frozen and cannot arrange the consideration, Shandong Lubei Enterprise Group Corporation will pay the consideration on their behalf. The non tradable shares of the company held by these shareholders will not be listed for trading within 12 months from the date of obtaining the circulation right; After the expiration of the above-mentioned lock up period, the circulation of the shares held by them shall be subject to the consent of the company, and the company shall apply to the Shanghai stock exchange for the listing and circulation of such shares.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. If the company holds more than 6% of the shares and sells them for more than 5 months, it will not be restricted by the company’s exclusive sale of the shares.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; (V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 35 If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties and causes losses to the company, the shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
If the company’s rights and interests are infringed upon by bringing a lawsuit to the people’s court in accordance with the provisions of the first two paragraphs of this article, it may cause legal losses to others in accordance with the provisions of the first two paragraphs of this article.
Article 36 Where a director or senior manager violates laws, administrative regulations or the articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people’s court.
Article 37 the shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association;
(II) pay the share capital in accordance with the shares subscribed and the method of participation;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and regulations;
(IV) no abuse
