Baiyin Nonferrous Group Co.Ltd(601212)
constitution
2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issuance of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV 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 the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V Party committee of the company Chapter VI board of directors 35 section 1 Directors 35 section 2 independent directors Section III board of Directors 42 Chapter VII general manager and other senior managers fifty
Chapter VIII board of supervisors Section 1 supervisors Section II board of supervisors 56 Chapter IX Financial Accounting system, audit, appointment of accounting firms and profit distribution 61 section I financial accounting system Section II Internal Audit Section III appointment of accounting firm Section IV profit distribution policy Chapter 10 the company and its branches and subsidiaries 66 Chapter XI democratic management of employees and the company’s trade union 68 Chapter XII labor, personnel and wages 69 Chapter 13 social responsibility 69 Chapter 14 handling of emergencies 70 Chapter XV notices and announcements Section 1 notice 71 section II announcement Chapter 16 merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter 17 reporting and filing of major events Chapter 18 amendment of the articles of Association 76 chapter XIX Supplementary Provisions seventy-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Baiyin Nonferrous Group Co.Ltd(601212) (hereinafter referred to as “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 and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by way of sponsorship with the approval of Gansu Provincial People’s government’s reply on Relevant Issues of China CITIC Group strategic investment Baiyin Nonferrous Group Co.Ltd(601212) Group Co., Ltd. (GZH [2008] No. 113); Registered with Baiyin Administration for Industry and Commerce of Gansu Province and obtained a business license with a unified social credit code of 916204006600434445. With the approval of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”) on December 23, 2016, the company issued 698 million RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on February 15, 2017. Article 3 in accordance with the provisions of the company law and the articles of association of the Communist Party of China, the Committee of the Communist Party of China and the discipline inspection committee shall be established in the company to unify the strengthening of the party’s leadership and the improvement of corporate governance, and build a modern state-owned enterprise system with Chinese characteristics. The company adheres to the synchronous planning of Party construction and production and operation, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of party work, defines the rights, responsibilities and working methods of Party organizations in all links of enterprise decision-making, implementation and supervision, and realizes the docking of systems, mechanisms, systems and work, We will promote the organization, institutionalization and concretization of Party organizations to play the role of leadership core and political core.
Article 4 registered name of the company: Baiyin Nonferrous Group Co.Ltd(601212)
Full English name of the company: Baiyin Nonferrous Group Co., Ltd. Article 5 company domicile: No. 96, Youhao Road, Baiyin District, Baiyin City, Gansu Province
Postal Code: 730900
Article 6 the registered capital of the company is 7404774511 yuan.
Article 7 the business term of the company is 100 years.
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 shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, shareholders and shareholders, and members of the company, shareholders, Party committee, board of directors, board of supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance (chief financial officer), chief engineer, chief economist, general legal adviser and other senior managers recognized by the board of directors.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to comply with the development trend of market economy, establish a modern enterprise system, optimize the capital structure and industrial structure, realize the expansion of asset scale and the rapid growth of enterprise value, and develop the company into a super large leading enterprise in the non-ferrous metal industry with cross industry, cross region, facing the whole country, going to the world and diversified and comprehensive development, Vigorously promote the development of China’s non-ferrous metal industry and the development of mineral resources, maintain and increase the value of assets, safeguard the legitimate rights and interests of investors (shareholders) and the company, and continue to create good economic benefits.
Article 13 after being registered according to law, the business scope of the company: mining, beneficiation, smelting and calendering of non-ferrous metals and precious metals; R & D, production and sales of mineral products and extension products; Scientific research and technical services, R & D and consultation of metallurgy and engineering technology; Project investment, investment management, asset management and investment consulting; Self operated futures business at home and abroad; China’s foreign trade; Import and export business; Internet, software and information technology services, product development, production and sales; Logistics, railway transportation and road transportation; Comprehensive utilization of waste resources; Contracting domestic and foreign bidding projects; Geological exploration; Blasting operation (design and construction); Leasing (excluding financial leasing services); Production and supply of water; Manufacturing and storage of chemical raw materials and chemicals (excluding hazardous chemicals, except sulfuric acid, oxygen, nitrogen and argon); Equipment manufacturing; Electrical machinery and equipment manufacturing; Production and sales of liquid sulfur dioxide (the above items do not include the items that are restricted by the state and require pre license or approval according to laws, administrative regulations and decisions of the State Council; the items that must be approved according to law can only be carried out after being approved by relevant departments).
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 company is composed of Gansu Provincial State owned assets supervision and Administration Commission, Gansu Provincial State owned Assets Management Co., Ltd. (changed to Gansu Xinye Assets Management Co., Ltd.), China CITIC Group Corporation (changed to “China CITIC Group Co., Ltd.) Citic Guoan Information Industry Co.Ltd(000839) group company (whose name has been changed to ” Citic Guoan Information Industry Co.Ltd(000839) Group Co., Ltd.”) is a joint stock limited company initiated and established as the initiator. When the company is established, the initiator, the amount of shares subscribed, the mode and time of capital contribution are as follows:
Gansu Provincial State owned assets supervision and Administration Commission has subscribed 2150000000 shares in the form of assessed net assets, all of which are invested on November 20, 2008;
Gansu state owned Assets Management Co., Ltd. (now changed to Gansu Xinye Assets Management Co., Ltd.) has subscribed for 400000000 shares in the form of assessed net assets, and the total contribution time is November 20, 2008;
China CITIC Group Co., Ltd. subscribed 200000000 shares in currency, of which the first contribution was made on November 20, 2008, and the subsequent contributions had been fully paid up as of December 8, 2008;
The number of shares subscribed by Citic Guoan Information Industry Co.Ltd(000839) Group Co., Ltd. is 2250000000 shares, and the capital contribution method is currency. The first phase of capital contribution is on November 20, 2008, and the subsequent capital contribution has been fully paid up as of December 8, 2008.
Article 17 the total number of shares of the company is 7404774511, all of which are ordinary shares, with a par value of RMB 1 per share. 698 million RMB ordinary shares were issued in the initial public offering, accounting for 9.426% of the total number of shares issued by the company. The shares publicly issued by the company are centrally deposited in China Securities Depository and Clearing Co., Ltd.
On April 11, 2019, after the company issued 2393696624 shares to China Africa Development Fund Co., Ltd., the total number of shares of the company was changed from 6972965867 shares to 7212335491 shares.
On June 19, 2019, after the company privately issued 192439020 shares, the total number of shares of the company was changed from 7212335491 shares to 7404774511 shares.
As of June 19, 2019, the share capital structure of the company is as follows:
Number of shares held (10000) shareholding ratio shareholder name contribution method
Cases (%)
Citic Guoan Information Industry Co.Ltd(000839) Group Co., Ltd. currency 225000.0000 30.386
State owned assets supervision and administration of Gansu Provincial People’s Government
Non monetary assets 211157.7513 28.516 Committee
Ruiyuan (Shanghai) equity investment fund partnership
Currency 66839.6500 9.027 (limited partnership)
Non monetary assets of Gansu Xinye Asset Management Co., Ltd. 39134.2544 5.285
Non monetary assets of China Cinda Asset Management Co., Ltd. 37489.5303 5.063
Non monetary assets of China Africa Development Fund Co., Ltd. 23936.9624 3.233
Currency of China CITIC Group Co., Ltd. 19567.1272 2.643
Gansu Great Wall Xinglong Silk Road Fund Management Co., Ltd
Division – Gansu Great Wall Xinglong Silk Road Fund (limited currency 6991.8699 0.944)
The National Social Security Fund Council transferred one currency 5969.9453 0.806
Liu Huiyu currency 4065.0406 0.549
Monetary / non monetary
Social public shares 100325.3197 13.549 assets
Total 740477.4511 100
Article 18 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
