Huarong Chemical Co., Ltd
constitution
(Draft)
(applicable after listing)
November 2020
Catalogue of articles of Association
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
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 shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Huarong Chemical Co., Ltd. (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”) and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
Article 3 the company is wholly changed and established by Chengdu Huarong Chemical Co., Ltd., registered with Chengdu Municipal Bureau of market supervision and obtained the business license, and the unified social credit code is 91510182723425301f. Article 4 the company was approved by the Shenzhen Stock Exchange on mm / DD / yyyy and registered with the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on mm / DD / yyyy. It issued [] 10000 ordinary shares in RMB to the public for the first time and was listed on the gem of the Shenzhen Stock Exchange on mm / DD / yyyy.
Article 5 the registered name of the company is Huarong Chemical Co., Ltd., and the English name of the company is huarongchemical Co., Ltd.
Article 6 company domicile: No. 166, Linyang Road, Jiuchi Town, Pengzhou City, Chengdu City, Sichuan Province, postal code: 611933.
Article 7 the registered capital of the company is RMB 360 million.
Article 8 the company is a permanent joint stock limited company.
Article 9 the general manager is the legal representative of the company.
Article 10 Party organizations shall be established in the company to carry out party activities in accordance with the company law and the guidelines for the governance of listed companies. The company provides necessary conditions for the activities of the party organization.
Article 11 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 12 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, 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 13 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, etc.
Chapter II business purpose and scope
Article 14 the company’s business purpose is to standardize corporate governance by using modern enterprise system, give full play to the advantages of the company’s ultra-clean and high-purity potassium products, realize sustainable development in the fields of electronics, medicine, food, environmental protection and other special chemicals through continuous scientific and technological innovation, create greater value for shareholders, employees and society, and make life better.
Article 15 after registration according to law, the business scope of the company: production, sales and research and development of PVC and other chemical products (including daily chemicals, special chemicals, chemical fertilizers and food grade potassium chloride, excluding dangerous chemicals and precursor chemicals); Produce, sell, research and develop new products related to the product; Production, sales and research and development of disinfection and sanitary products; Production: vinyl chloride, sodium hypochlorite, chlorine [liquefied], potassium hydroxide, hydrochloric acid, sodium hydroxide; Road freight transportation; Wholesale of mineral products (excluding coal), building materials (excluding sand and gravel) and chemical products (excluding dangerous chemicals); Comprehensive utilization of waste (excluding industrial projects, hazardous waste and radioactive waste); Scientific research and technical services; Provide technical consultation and after-sales service of the company’s products, and carry out other activities related to the company’s business; Import and export of goods and technology; Enterprise management services (excluding investment and asset management); Boiler operation technical services (excluding training) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments). (the specific business scope shall be subject to the approval of the administrative department for Industry and Commerce) 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, with a par value of 1 yuan per share.
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 name and time of capital contribution of the company are as follows:
Name of sponsor number of shares subscribed (10000 shares) shareholding ratio contribution method contribution time
New Hope Liuhe Co.Ltd(000876) Chemical Investment Co., Ltd. net assets converted into shares
Company 3438000 95.50% 2020.5.22
Net assets of Ningbo Xinrong Chemical Technology Co., Ltd. converted into shares
Partnership (limited partnership) 162000 4.50% 2020.5.22
Total 3 Shanghai Pudong Development Bank Co.Ltd(600000) 100%————
Article 21 the total number of shares of the company is [] 10000 shares, all of which are ordinary shares in RMB.
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 issuance 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 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 the company shall not purchase its own shares. However, except for one 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) the 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.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 26 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
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 due to 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.
Section 3 share transfer
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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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.
In case of any change in the direct holding of shares of the company by the above-mentioned personnel due to the equity distribution of the company, the above provisions shall still be observed.
Article 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless the securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares and other circumstances stipulated by the securities regulatory authority under the State Council.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, 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 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:
(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) inspection
