Guizhou Panjiang Refined Coal Co.Ltd(600395)
constitution
February, 2002
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III Party leadership
Chapter IV shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter V shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders' meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter VI board of directors
Section 1 directors
Section 2 independent directors
Section III board of directors
Section IV Secretary of the board of directors
Chapter VII senior management
Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter X notice and announcement
Section I notice
Section 2 Announcement
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XII amendment of the articles of Association
Chapter XIII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, and uphold and strengthen the overall leadership of the party, in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and the company law of the people's Republic of China (hereinafter referred to as the company law) The articles of association are formulated in accordance with the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions. Article 2 Guizhou Panjiang Refined Coal Co.Ltd(600395) 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 on October 29, 1999 with the approval of qianfuhan (1999) No. 140 document of Guizhou provincial government. It was registered with Guizhou Provincial Administration for Industry and Commerce and obtained a business license. The business license number is 5200001205689 (2-1).
Article 3 the company issued 120 million ordinary shares in RMB to the public for the first time on March 27, 2001 and was listed on Shanghai Stock Exchange on May 31, 2001 with the approval of China Securities Regulatory Commission in the document of Zheng Jian FA FA Zi [2001] No. 25. Article 4 registered name of the company: Guizhou Panjiang Refined Coal Co.Ltd(600395)
English Name: Guizhou Panjiang refining Coal Co., Ltd
Article 5 company domicile: Hongguo Economic Development Zone, Liupanshui City, Guizhou Province, postal code: 553536.
Article 6 the registered capital of the company is 1655051861 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 their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 according to the provisions of the party constitution, the company establishes the organization of the Communist Party of China, establishes the working organization of the party and is equipped with party affairs staff. The establishment of Party organization and staffing shall be included in the management organization and staffing of the company, and the funds for Party construction shall be included in the budget of the company, which shall be withdrawn and implemented according to the proportion of no less than 1% of the total wages of employees in the previous year.
Article 11 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, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 12 The term "senior managers" as mentioned in the articles of association refers to the company's manager, deputy manager, Secretary of the board of directors, person in charge of Finance and other personnel nominated by the manager and appointed by the board of directors, such as chief engineer and chief economist.
Chapter II business purpose and scope
Article 13 the company's business purpose: to meet the requirements of China's economic system reform, abide by national laws and regulations, aim to maximize market efficiency, organize production and operation according to market demand, gather enterprise group advantages, give full play to economies of scale, adopt advanced technology, organize professional production, and provide high-quality coal Electricity and diversified products meet the needs of the development of market economy and prosper the mining area.
Article 14 after being registered according to law, the business scope of the company:
（1） Raw coal mining, coal washing and processing, special processing of coal, comprehensive development and utilization of coal and associated resources, and sales of coal products and coke;
（2） Export: coal products, coke, special processed products of coal and other commodities and related technologies produced by the enterprise;
（3） Import: coal products, raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the enterprise for production and scientific research;
（4） Production and sales of electricity;
（5） Manufacturing, repair, leasing and production services of mine electromechanical equipment; Sales of mining electromechanical equipment, accessories and materials;
（6） Sales of chemical products;
（7） Ferroalloy smelting;
（8） Automobile transportation (general goods) and automobile spare parts sales;
（9） Property management; Unit logistics management services;
（10） Trade and agency business, warehousing and distribution services, agency bookkeeping, financial consultation, accounting services and tax agency.
Those prohibited by laws, regulations and decisions of the State Council shall not operate; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the strength of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and the State Council decide that there is no need for permission (examination and approval), the market entities shall choose to operate independently.
Chapter III Party leadership
Article 15 the CPC Guizhou Panjiang Refined Coal Co.Ltd(600395) Committee (hereinafter referred to as "the Party committee of the company") shall be established with the approval of the superior party organization in accordance with the provisions of the party constitution. Meanwhile, according to relevant regulations, the Guizhou Panjiang Refined Coal Co.Ltd(600395) Discipline Inspection Committee of the Communist Party of China (hereinafter referred to as the "company discipline inspection committee") was established.
Article 16 the Party committee of the company is elected by the Congress of Party members, and the term of office of each Party committee is generally 5 years. When the term of office expires, a general election shall be held on schedule. The term of office of the Discipline Inspection Commission of the company is the same as that of the Party committee.
Article 17
The Party committee of the company is generally composed of 5 to 9 members, including 1 party secretary and 1 to 2 deputy party secretaries.
Article 18 the Party committee of the company shall set up the Party committee office, the Party committee supervision office, the Organization Department, the United Front Work Department and the Ministry of publicity and culture as the working departments, and the Discipline Inspection Commission of the company shall set up special institutions such as discipline inspection room, trial room and comprehensive room as the working departments as needed.
According to Article 19, the Party committee shall discuss and decide on the major issues of the company and give full play to the role of the Party committee and the leadership of the company. Major business and management matters shall be studied and discussed by the Party committee before being decided by the board of directors or the management. The main responsibilities are: (I) strengthen the political construction of the company's party, improve the political position, strengthen political guidance, enhance political ability, prevent political risks, educate and guide all Party members to uphold the core position of the Xi Jinping general secretary, the Party Central Committee and the whole party, and resolutely safeguard the authority and centralized and unified leadership of the Party Central Committee;
(II) study and implement Xi Jinping the thought of socialism with Chinese characteristics in the new era, implement the party's line, principles and policies, ensure that the major decisions and arrangements of the Party Central Committee and the resolutions of superior party organizations are implemented in the company, promote the company to shoulder responsibilities and missions, focus on main responsibilities and main businesses, serve major national strategies, and fully fulfill economic, political and social responsibilities;
(III) study and discuss major business and management matters of the company, and support the general meeting of shareholders, the board of directors, the board of supervisors and the management to exercise their functions and powers according to law;
(IV) strengthen the leadership and control over the selection and employment of the company, and pay close attention to the construction of the leading group and talent team;
(V) fulfill the company's main responsibility of comprehensively and strictly administering the party, lead and support the discipline inspection institutions to fulfill their supervision responsibilities, and promote the extension of comprehensively and strictly administering the party to the grass-roots level;
(VI) strengthen the construction of the company's Party style, strictly implement the spirit of the eight point provisions of the Central Committee, and resolutely oppose the "four ethos", especially formalism and bureaucracy;
(VII) strengthen the construction of grass-roots party organizations and Party members, unite and lead the staff and workers to actively participate in the reform and development of the company;
(VIII) lead the company's ideological work, ideological and political work, spiritual civilization construction and united front work, and lead the company's trade union, Communist Youth League and other mass organizations.
Article 20 adhere to and improve the leadership system of "two-way entry and cross appointment". Qualified members of the Party committee team can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures.
The Secretary of the Party committee and the chairman of the board are generally held by one person, and the general manager of the Party member is the deputy secretary. The Party committee is equipped with a full-time deputy secretary who is responsible for Party construction. According to the work needs, the full-time Deputy Secretary can enter the board of directors and not serve at the management level.
Article 21 the deliberations of the Party committee are generally conducted in the form of Party committee meetings. The topics of the Party committee meeting shall be proposed by the party secretary, or proposed by the Deputy Secretary of the Party committee and other party committee members, and determined after comprehensive consideration by the party secretary. In case of major emergencies and emergencies, it is too late to convene the Party committee meeting, the Party committee secretary, deputy secretary or members of the Party committee may handle them temporarily, and shall report to the Party committee meeting in time afterwards.
Article 22 A Party committee meeting can only be held when more than half of the members of the Party committee are present at the meeting. More than two-thirds of the members must be present to discuss cadres and personnel matters. If Party committee members are unable to attend the meeting for some reason, they shall ask for leave before the meeting, and their opinions can be expressed in writing. The members of the Party committee in charge involved in the topic shall be present at the meeting.
The Party committee meeting shall be presided over by the Secretary of the Party committee. If the secretary is unable to attend the meeting, he may entrust the deputy secretary or other party committee members to convene and preside over the meeting. Article 23 when a party committee meeting studies and decides on matters, it shall, on the basis of full discussion and in accordance with the principle that the minority is subordinate to the majority, vote by show of hands or secret ballot, and make a decision by more than half of the members of the Party committee who should be present at the meeting. If the meeting studies and decides on multiple matters, it shall vote one by one. If there are major differences of opinion or major issues are unclear, the voting shall be postponed. Chapter IV shares
Section 1 share issuance
Article 24 the shares of the company shall be in the form of shares.
Article 25 all shares of the company are ordinary shares.
Article 26 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
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 27 the par value of the shares issued by the company is one yuan per share.
Article 28 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 29 the promoters of the company, Guizhou Panjiang Coal Power Co., Ltd., subscribed 24 million shares and made capital contributions in the form of physical assets on October 22, 1999; China Coal Industry Import and Export Corporation subscribed 2.8 million shares and contributed in the form of monetary capital on October 22, 1999; Guiyang Special Steel Co., Ltd. subscribed 2.7 million shares and contributed in the form of monetary capital on October 22, 1999; Fujian Coal Industry Corporation subscribed 2 million shares and made capital contribution in the form of monetary capital on October 22, 1999; Guizhou coal mine design and Research Institute subscribed 1.5 million shares and contributed in the form of monetary capital on October 22, 1999; Chongqing Design Institute, Ministry of coal industry
The Institute subscribed 1 million shares and contributed in the form of monetary capital on October 22, 1999; Fangcheng Port Authority subscribed 800000 shares and contributed in the form of monetary funds on October 22, 1999; Guizhou Coal Industry Corporation subscribed 500000 shares and contributed in the form of monetary capital on October 22, 1999.
Article 30 the number of ordinary shares approved to be issued by the company is 371.3 million. At the time of establishment, the company issued 251.3 million shares to the promoters, accounting for 67.68% of the total share capital of the company. All of them are state-owned legal person shares.
Article 31 the total number of shares of the company is 1655051861, and the capital structure of the company is 1655051861 ordinary shares.
Article 32 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 share increase
