Lihuayi Weiyuan Chemical Co.Ltd(600955)
constitution
catalogue
Chapter I General Provisions- 3 -
Chapter II business purpose and scope- 4 -
Chapter III shares- 5 -
Section 1 share issuance- 5 -
Section II increase, decrease and repurchase of shares- 7 -
Section III share transfer- 9 -
Chapter IV shareholders and general meeting of shareholders- 10 -
Section 1 shareholders- 10 -
Section II general provisions of the general meeting of shareholders- 13 -
Section III convening of the general meeting of shareholders- 18 -
Section IV proposal and notice of the general meeting of shareholders- 20 -
Section V convening of the general meeting of shareholders- 23 -
Section VI voting and resolutions of the general meeting of shareholders- 27 -
Chapter V board of Directors- 33 -
Section 1 Directors- 33 -
Section II board of Directors- 38 -
Chapter VI general manager and other senior managers- 46 -
Chapter VII board of supervisors- 50 -
Section I supervisors- 50 -
Section II board of supervisors- 51 -
Chapter VIII Financial Accounting system, profit distribution and audit- 53 -
Section I financial accounting system- 53 -
Section II Internal Audit- 58 -
Section III appointment of accounting firm- 58 -
Chapter IX notice- 59 - Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 60 -
Section 1 merger, division, capital increase and capital reduction- 60 -
Section 2 dissolution and liquidation- 61 -
Chapter XI amendment of the articles of Association- 64 -
Chapter XII Supplementary Provisions- 64 -
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Lihuayi Weiyuan Chemical Co.Ltd(600955) (hereinafter referred to as 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 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is sponsored by 16 natural persons including Weiyuan Holding Co., Ltd., Dongying Huize Investment Management Center (limited partnership), Dongying Yongyi Investment Management Center (limited partnership), Dongying Yuanda Investment Management Center (limited partnership) and Xu Yunting (see article 17 of the articles of Association for the specific list), Lihua yiweiyuan Chemical Co., Ltd. was changed and established as a whole with the audited net assets converted into shares on February 28, 2018; The company is approved and registered with the Dongying Administration Bureau.
With the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on August 20, 2021, the company issued 137.5 million RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on September 15, 2021.
Article 3 registered name of the company:
Chinese Name: Lihuayi Weiyuan Chemical Co.Ltd(600955) .
Article 4 domicile of the company: No. 208, Lishi Road, Lijin County, Dongying City, Shandong Province. Article 5 the registered capital of the company is 550 million yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 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, 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 10 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.
Article 11 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization. Chapter II business purpose and scope
The twelfth business objective of the company is to adhere to the principle of "advanced technology, environmental friendliness, broad market and industrial leading", accelerate the development of organic chemicals and high-end new materials, and become modern enterprises with vitality and development prospects, create good results, and give feedback to shareholders and achieve the leading development. Article 13 after registration according to law, the business scope of the company: general items: manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals); Sales of chemical products (excluding licensed chemical products); Production of chemical products (excluding licensed chemical products); Import and export of goods; Technology import and export; Import and export agency; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of new material technology; Sales of renewable resources; Processing and disposal of non-metallic wastes and debris. (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: production of hazardous chemicals; Import and export of toxic chemicals; Heat production and supply. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
The business scope of the company shall be subject to the contents approved by the company registration authority.
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. The company was changed from a limited liability company to a joint stock limited company. The book net asset value of Lihua yiweiyuan Chemical Co., Ltd. as of February 28, 2018 was 36090518221 yuan, including 280775108 yuan of special reserve, based on the net assets of 35809743113 yuan deducted from special reserve, Converted into ordinary shares of the joint stock company at the ratio of 1:097738763, of which 350000000 yuan of audited net assets is used as the paid in share capital of the joint stock limited company, and the rest is included in the capital reserve as the share capital premium. The shares subscribed by the promoters of the company are as follows:
Proportion of subscribed shares in total share capital
Number of sponsors (10000 cases (%) time shares)
1 Weiyuan Holding Co., Ltd. 1085031 net assets February 28, 2018
2 Dongying Yongyi investment management 612017.49 net assets February 28, 2018 Center (limited partnership) share conversion
3 Dongying Yuanda investment management 595017 net assets February 28, 2018 Center (limited partnership) share conversion
4 Dongying Huize investment management 578016.51 net assets February 28, 2018 Center (limited partnership) share conversion
5 Xu Yunting 1050 3 net assets February 28, 2018
6 Li Yusheng 350 1 net assets February 28, 2018
7 Wei Yudong 350 1 net assets February 28, 2018
8 Chen Minhua 350 1 net assets February 28, 2018
9 Guo Jianguo 350 1 net assets February 28, 2018
10 Guo Zhaonian 350 1 net assets February 28, 2018
11 Zhang Jikui 350 1 net assets February 28, 2018
12. Net assets of soshucheng 350 1 February 28, 2018
Proportion of subscribed shares in total share capital
Number of sponsors (10000 cases (%) time shares)
13 Zhao Baomin 350 1 net assets February 28, 2018
14 Wang Haifeng 350 1 net assets February 28, 2018
15 Li Xiumin 350 1 net assets February 28, 2018
16 yuan Chongjing 350 1 net assets February 28, 2018
17 Bo Li'an 350 1 net assets February 28, 2018
18 Chen Guoyu 350 1 net assets February 28, 2018
19 Zhang Yaozong 35
