Sinopec Oilfield Equipment Corporation(000852) articles of Association
(reviewed and approved by the first extraordinary general meeting of shareholders in 2022 on February 18, 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares seven
Section 1 share issuance seven
Section II increase, decrease and repurchase of shares Chapter IV shareholders and general meeting of shareholders ten
Section 1 shareholders ten
Section II general meeting of shareholders fourteen
Section III proposal and notice of the general meeting of shareholders twenty
Section IV convening of the general meeting of shareholders twenty-three
Section V resolutions and voting of the general meeting of shareholders Chapter V Party committee of the company Chapter VI board of directors thirty-five
Section 1 Directors thirty-five
Section II board of Directors Chapter VII external guarantee 48 Chapter VIII general manager and other senior managers Chapter IX board of supervisors fifty-four
Section I supervisors fifty-four
Section II board of supervisors Chapter 10 democratic management of enterprises and labor and personnel distribution system Chapter XI financial accounting system, profit distribution, audit and legal advisory system fifty-eight
Section I financial accounting system fifty-eight
Section II Internal Audit sixty-three
Section III appointment of accounting firm sixty-four
Section IV Legal Counsel System sixty-four
Chapter XII notices and announcements sixty-five
Section I notice sixty-five
Section II announcement sixty-six
Chapter XIII merger, division, dissolution and liquidation sixty-seven
Section 1 merger, division, capital increase and capital reduction sixty-seven
Section 2 dissolution and liquidation sixty-eight
Chapter XIV amendment of the articles of Association 71 Chapter 15 Supplementary Provisions seventy-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Sinopec Oilfield Equipment Corporation(000852) (hereinafter referred to as the "company"), shareholders and creditors and standardize the organization and behavior of the company, 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 guidelines for the articles of association of listed companies and other relevant provisions, Formulate the articles of association.
Article 2 in accordance with the provisions of the constitution of the Communist Party of China, a Sinopec Oilfield Equipment Corporation(000852) Committee of the Communist Party of China (hereinafter referred to as the "Party committee of the company") shall be established to carry out party activities, establish the party's working organization, allocate and strengthen party affairs staff, and ensure the working funds of the party organization.
Article 3 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant provisions. The company was established by means of public offering with the approval of the document "e Ti Gai (1998) No. 142" of Hubei Provincial Commission for economic reform; Registered with Wuhan market supervision administration and obtained a business license with the business license number of 91420100711956260e.
Article 4 with the approval of the CSRC, the company issued 50 million RMB ordinary shares to the domestic public for the first time on June 17, 1998, and was listed on the Shenzhen Stock Exchange on November 26, 1998.
Article 5 registered name of the company: Sinopec Oilfield Equipment Corporation(000852) (hereinafter referred to as " Sinopec Oilfield Equipment Corporation(000852) ")
English Name: Sinopec Oilfield Equipment Corporation
Article 6 domicile of the company: No. 5, huagongyuan 1st Road, Miaoshan community, Donghu New Technology Development Zone, Wuhan City, postal code: 430223.
Article 7 the registered capital of the company is 777604997 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 the articles of association shall come into force from the date of establishment of the company.
From the effective date, the articles of association and its annexes have become legally binding documents regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders. Shareholders can sue the company in accordance with the articles of association and its annexes; The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of association and its annexes; Shareholders may sue shareholders in accordance with the articles of association and its annexes; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association and its annexes.
The term "Prosecution" as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration.
Article 12 The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, chief financial officer, general counsel, Secretary of the board of directors and other personnel recognized by the company.
Article 13 the company adheres to the rule of law and strives to build a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding and integrity; Strengthen the rigid financial constraints of the company and consolidate the dominant position in the market.
Chapter II business purpose and scope
Article 14 the company's business purpose: high-end leadership, pragmatism, integrity and excellence, to build a technology leading oil and gas equipment manufacturing service company with international competitiveness, provide value-added services for customers, build a career platform for employees and create maximum returns for shareholders.
Article 15 after being registered according to law, the business scope of the company:
(I) development and sales of special equipment for oil drilling and production (fracturing, cementing, workover, drilling and special operations), deep-sea oil drilling equipment, offshore engineering equipment, special equipment for oil refining and chemical production, special equipment for environmental protection, general equipment (gas compression machinery, pumps, valves and plugs, gas and liquid separation and purification equipment, industrial Siasun Robot&Automation Co.Ltd(300024) , general parts);
(II) development and sales of metal tools (drill bit, screw drill and speed raising tools, well completion tools and engineering tools); Development and sales of metal products (steel pipes, bends, sleeves, forgings, powder metallurgy products and metal pressure vessels);
(III) anti corrosion and coating of steel pipes;
(IV) development and sales of special equipment, key systems and components for rail transit; (V) ferrous metal smelting and calendering; Non ferrous metal smelting and calendering;
(VI) hydrogen production, transportation, storage, development and sales of equipment and devices of gas station and hydrogen station; Development and sales of CO2 capture, utilization and storage equipment, devices and accessories;
(VII) development and sales of industrial control computers and systems and intelligent on-board equipment;
(VIII) software and information technology services (software development, information system integration services, Internet of things technology services, operation and maintenance services, information processing and storage support services, digital content services);
(IX) repair of special equipment, general equipment and metal products;
(x) equipment leasing;
（11） China Trade and import and export agency;
（12） Technical services (quality inspection technical services, testing services, measurement services, standardization services, certification and accreditation services, equipment and facility health services, integrated services, equipment operation and maintenance, pumping and pressurization services, and other technical services), technology development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical services; Oil and gas technical services; Downhole operation technical services; （13） Gas operation; Production and supply of gas, natural gas and liquefied petroleum gas; Auxiliary activities of oil and gas exploitation;
（14） Vocational skills training;
（15） Freight, handling and warehousing; Water transport ancillary activities;
（16） Accommodation and catering.
(only operated by licensed branches). (subject to the approval of the market supervision and administration department)
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the initiator of the company is Jianghan Petroleum Administration Bureau of Petrochina Company Limited(601857) chemical group company. The number of shares subscribed by the company is 150 million shares. The way of capital contribution is net assets. The time of capital contribution is September 1998.
Article 21 the total number of shares of the company is 777604997, and the capital structure of the company is: all shares are ordinary shares.
Article 22 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 23 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 24 according to the provisions of the articles of association, 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 25 a company may not purchase its own shares, except under any of the following circumstances:
(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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Article 26 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it may adopt a resolution 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 paragraph 1 of Article 25 of the articles of association, if it belongs to the situation in 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.
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company's shares as the subject matter of the pledge.
Article 30 the shares of the company held by the promoters shall not be transferred within one 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.
If the shares held by directors, supervisors and senior managers do not exceed 1000 shares, they can be transferred in full at one time without being limited by the transfer proportion in the preceding paragraph.
Article 31 shareholders, directors, supervisors and senior managers who hold more than 5% of the company's shares sell their shares or other equity securities of the company within 6 months after they buy them, or buy them again within 6 months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 32 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 33 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 34 shareholders of the company enjoy the following rights:
