Sichuan Western Resources Holding Co.Ltd(600139)
constitution
(revised in February 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders nine
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders ten
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors sixteen
Section 1 Directors sixteen
Section II board of Directors eighteen
Chapter VI managers and other senior managers Chapter VII board of supervisors twenty-two
Section I supervisors twenty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit twenty-three
Section I financial accounting system twenty-three
Section II Internal Audit twenty-six
Section III appointment of accounting firm Chapter IX notices and announcements twenty-seven
Section I notice twenty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation twenty-seven
Section 1 merger, division, capital increase and capital reduction twenty-seven
Section 2 dissolution and liquidation twenty-eight
Chapter XI amendment of the articles of Association 30 Chapter XII Supplementary Provisions thirty
Sichuan Western Resources Holding Co.Ltd(600139)
constitution
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, the 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) and other relevant provisions.
Article 2 Sichuan Western Resources Holding Co.Ltd(600139) (hereinafter referred to as “the company”) is renamed from Mianyang Chengdu Hi-Tech Development Co.Ltd(000628) (Group) Co., Ltd. Its predecessor, Dongfang Electric Machinery Co., Ltd., is a joint stock limited company established in accordance with the opinions of the people’s Government of Sichuan Province on expanding the pilot joint stock system of large and medium-sized enterprises owned by the whole people and other relevant regulations.
The company was approved by the Deyang Municipal People’s government’s reply on issues related to the implementation of joint-stock restructuring of Dongfang Electric Machinery Factory (deshifh (1988) No. 42), established by raising funds, registered with Deyang Administration for Industry and Commerce and obtained a business license. Later, the company changed its current name with the approval of the 2008 annual general meeting of shareholders, moved its registered place to Mianyang high tech Zone, Sichuan Province, and issued a business license by the Administration for Industry and Commerce of Mianyang high tech Zone, Sichuan Province. Business license No.: 51070600003721.
Article 3 the company issued 21 million RMB ordinary shares to the public with the approval of Deyang Branch of the people’s Bank of China on December 30, 1988. The company issued 21 million domestic shares subscribed in RMB to the domestic public and was listed on the Shanghai Stock Exchange on February 25, 1998.
Article 4 registered name of the company: Sichuan Western Resources Holding Co.Ltd(600139)
English name of the company: Sichuan western resources Holding Co., Ltd Article 5 registered address of the company: Zone B, Torch Building, Mianyang high tech Zone, Sichuan
Postal Code: 621000
Article 6 the registered capital of the company is 661890508 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or general manager 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, 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company:
We will continue to deepen reform, follow the objective laws of the socialist market economy, stimulate the vitality of enterprises with standardized operation and scientific management methods, and adhere to the business philosophy of “unity, striving for excellence, seeking truth from facts and sustainable management”, so as to increase profits for shareholders and develop socialist material and spiritual civilization.
Article 13 after being registered according to law, the business scope of the company:
Sales of copper ore, copper and metal materials (excluding gold and silver), manufacturing and sales of metal products, machinery and electronic products, mining institutions and accessories, asset management, management consulting services, and investment in projects permitted by national industrial policies.
Chapter III shares
Section 1 share 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, 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the initiator of the company is Deyang state owned Assets Administration Bureau, and the way of capital contribution is net book assets. The time of capital contribution is September 1988.
Article 19 the total number of shares of the company is 661890508. The capital structure of the company is 661890508 ordinary shares and 0 shares of other types.
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 company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 the company may purchase shares in accordance with the provisions of the company’s articles of association and the following laws and regulations:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(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;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the requirements of the securities law and other relevant provisions. The company is due to items (III) and (V) of Article 23 of the articles of association. The acquisition of the company’s shares under the circumstances specified in Item (VI) shall be carried out through centralized bidding trading at the stock exchange.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it may be deliberated and adopted at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to 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; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years of holding.
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.
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. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 submit it in accordance with the requirements of the shareholder
