Shanxi Coal International Energy Group Co.Ltd(600546)
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 six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of shareholders' meeting fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section 2 independent directors twenty-five
Section III board of Directors 30 Chapter VI senior management thirty-five
Section I General Provisions for senior managers thirty-six
Section II Secretary of the board of Directors 37 Chapter VII board of supervisors thirty-nine
Section I supervisors thirty-nine
Section II board of supervisors Chapter VIII party organization forty-two
Section 1 institutional setting of Party organizations forty-two
Section II functions and powers of the Party committee of the company forty-three
Section III functions and powers of the company's Discipline Inspection Commission Chapter IX Financial Audit and profit distribution system forty-seven
Section I financial accounting system forty-seven
Section II Internal Audit fifty-one
Section III appointment of accounting firm 51 Chapter X notices and announcements fifty-one
Section I notice fifty-one
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation fifty-two
Section 1 merger, division, capital increase and capital reduction fifty-two
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 56 Chapter XIII Supplementary Provisions fifty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as "the company"), shareholders and creditors, standardize the organization and behavior of the company, and give full play to the political core role of the Shanxi Coal International Energy Group Co.Ltd(600546) Committee of the Communist Party of China (hereinafter referred to as "the Party committee of the company"), According to 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 (hereinafter referred to as the party constitution), the law of the people's Republic of China on state owned assets of enterprises and the Interim Regulations on the supervision and administration of state owned assets of enterprises The articles of association are formulated in accordance with the guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises, several opinions of the general office of the CPC Central Committee on adhering to the party's leadership and strengthening Party building in deepening the reform of state-owned enterprises, and the guidelines for the articles of association of listed companies.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was approved by the State Economic and Trade Commission of the people's Republic of China in the document of "Guo Jing Mao Qi Gai [2000] No. 1097", and was established by Jihua Group Company, Jilin high tech Zone Hualin Industrial Co., Ltd., Jilin Chengxin real estate development company Ningbo Fudun Garment Co., Ltd. and Shanghai Huali Yuanda Technology Co., Ltd., a joint stock limited company jointly initiated and established by five sponsors; The company was registered in Jilin Administration for Industry and Commerce on November 20, 2000 and obtained a business license.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on July 3, 2003, the company issued 40 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on July 31, 2003.
On September 27, 2009, with the approval of China Securities Regulatory Commission, the company carried out major asset restructuring. On December 18, 2009, the company changed its name to " Shanxi Coal International Energy Group Co.Ltd(600546) " and moved to Taiyuan, Shanxi Province. The registration number of the business license is changed to 14 Shenzhen Properties & Resources Development (Group) Ltd(000011) 0108716.
Article 4 registered name of the company:
Chinese Name: Shanxi Coal International Energy Group Co.Ltd(600546)
English Name: Shanxi Coal International Energy Group Co., Ltd
English abbreviation: scie
Article 5 domicile of the company: No. 115, Changfeng street, Taiyuan City, Shanxi Province.
Postal Code: 030006.
Article 6 the registered capital of the company is 1982456140 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
All the assets of the company are divided into equal shares. The shareholders are liable to the company to the extent of the shares they subscribe for, and the company is liable for the debts of the company to the extent of all its property.
Article 9 the company must unswervingly adhere to the party's leadership, unswervingly strengthen the party's construction, unify the strengthening of the party's leadership with the improvement of corporate governance, and clarify the legal status of the party organization in the corporate governance structure. Give full play to the political core role of the company's Party committee in the company.
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, 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the general manager, executive deputy general manager, deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company's business purpose: adhering to the leadership of the Communist Party of China, following national laws and regulations, adhering to the business philosophy of coal based, people-oriented, diversified operation and green development, taking market demand as the guidance, scientific and technological innovation as the driving force, lean management as the support, risk control as the guarantee, so as to create the best economic benefits For the purpose of realizing the optimal combination of production factors, develop new energy, develop circular economy, build the company into a large energy enterprise group with international vision, sustainable development ability and first-class value creativity, practice social responsibility, seek the well-being of employees, and strive to maximize the interests of shareholders.
Article 13 the business scope of the company is:
Licensing matters: coal mining; General cargo transportation by water; Ship inspection services China Cssc Holdings Limited(600150) management business; The state-run trade administers the import and export of goods. (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)
General matters: coal washing; Sales of coal and products; Engaging in investment activities with its own funds; Material handling equipment sales; Information consulting services (excluding licensed information consulting services); Sales of metal materials; Sales of non-metallic minerals and products; Sales of mining machinery; Sales of superconducting materials; Non ferrous alloy sales; Sales of electrical accessories; Wholesale of hardware products; Sales of reinforcement products for construction; Sales of metal tools; Sales of metal products; Sales of chemical products (excluding licensed chemical products); Sales of plastic products; Sales of rubber products; Enterprise management consulting; Asset management services invested by self owned funds; Engaged in international container ship and ordinary cargo ship transportation; Transportation equipment leasing services; Towing services; Ship leasing; Ship sales; International ship management business; Ship repair; Lubricating oil sales; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components Cecep Solar Energy Co.Ltd(000591) power generation technology service China Cssc Holdings Limited(600150) agent; Import and export of goods; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
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 kind shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share are 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 promoters of the company are Jihua Group Company, Jilin high tech Zone Hualin Industrial Co., Ltd., Jilin Chengxin real estate development company, Ningbo Fudun Garment Co., Ltd. and Shanghai Huali Yuanda Technology Co., Ltd.
The capital contribution of the sponsors is as follows:
Name of sponsor form of contribution amount of share capital (10000 yuan) contribution time
Assets of Jihua Group 542759 November 20, 2000
Jilin Chengxin real estate development company cash 218.39 October 12, 2000
Ningbo Fudun Garment Co., Ltd. cash 192.18 September 1, 2000
Shanghai Huali Yuanda Technology Co., Ltd. cash 43.68 August 21, 2000
Jilin high tech Zone Hualin Industrial Co., Ltd. cash 111816 October 9, 2000
Total -- 700000--
On September 27, 2009, with the approval of China Securities Regulatory Commission, the company carried out major asset restructuring. After the completion of the major asset restructuring, the actual controller of the company was changed to Shanxi coal import and Export Group Co., Ltd.
Article 19 the total number of shares of the company is 1982456140. The share capital structure of the company is 1982456140 ordinary shares.
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 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 competent securities authority under the State Council.
The company's shares can be subscribed in currency, or in kind, intellectual property rights, land use rights and other non monetary properties that can be valued in currency and can be transferred according to law, except for the properties that cannot be used as capital contributions according to laws and administrative regulations.
Article 22 the reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures specified in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
If the company purchases its shares due to the circumstances specified in items (I) and (II) of the preceding paragraph, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases its shares in accordance with the provisions of paragraph 1 of this article, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), 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 three years.
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) method of offer;
(II) centralized bidding trading mode of stock exchange;
(III) other methods approved by the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
