Wedge Industrial Co.Ltd(000534)
WEDGE INDUSTRIAL CO.,LTD.
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope five
Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders twenty
Chapter V board of Directors Section 1 Directors twenty-five
Section II board of Directors twenty-eight
Chapter VI general manager and other senior managers Chapter VII board of supervisors Section I supervisors thirty-five
Section II board of supervisors thirty-six
Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-three
Section III appointment of accounting firm forty-three
Chapter IX notices and announcements Section I notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation forty-six
Chapter XI special provisions 48 Chapter XII amendment of the articles of Association 49 Chapter XIII Supplementary Provisions fifty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Wedge Industrial Co.Ltd(000534) (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 opinions on the standardization of joint stock limited companies and other relevant provisions. The company was established by means of public offering with the approval of the joint examination group for the joint-stock pilot of enterprises in Guangdong Province and the economic system reform commission of Guangdong Province in Yue Gu Shen [1992] No. 16 document; Registered with Shantou Administration for Industry and Commerce and obtained a business license with the business license number of 44050 Shenzhen Zhenye(Group)Co.Ltd(000006) 5120.
Article 3 with the approval of the China Securities Regulatory Commission, the company issued 25.93 million RMB ordinary shares to the public for the first time on September 27, 1993 and was listed on the Shenzhen Stock Exchange on January 10, 1994. Article 4 registered name of the company:
(Chinese) Wedge Industrial Co.Ltd(000534)
(English) wedge Industrial Co., Ltd
Article 5 company domicile: 8th floor, Guangming building (Building B), No. 23, Zhuchi Road, Shantou City, Guangdong Province
Postal Code: 515041
Article 6 the registered capital of the company is five hundred and seven hundred and eight thousand and ninety-six yuan.
Article 7 the company is a permanent joint stock limited company.
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 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, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 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 of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: with the business philosophy of keen innovation and continuous development, in the spirit of unity, enterprising, pragmatism and efficiency, taking economic benefits as the center, following international practices and standardized operation, ensure the company to win in the market competition outside China and seek good economic benefits for all shareholders.
Article 13 after registration according to law, the business scope of the company is: R & D, manufacturing, sales, maintenance and related technical services of superalloys and their products; Investment in the pharmaceutical industry; Import and export of goods and technology; Sales of general machinery, electrical machinery and equipment, metal materials, building materials, chemical raw materials and auto parts; Rental and sale of electronic computers and accessories; Computer technology services; Investment in mining. (for projects subject to approval according to law, business activities can be carried out only after approval 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 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 China Securities Depository and Clearing Co., Ltd.
Article 18 promoters and capital contributions of the company:
Name of sponsor number of shares subscribed (10000 shares) contribution method contribution time
Shantou Electric Power Development Company 4125 net assets converted into shares October 1992 CCB Shantou trust and investment company (shares transferred) monetary capital October 1992 ICBC Shantou trust and investment company (shares transferred) monetary capital August 1992
375 monetary fund of Shantou urban construction and Development Corporation August 1992
Bank Of Communications Co.Ltd(601328) Shantou branch 250 Monetary Fund September 1992
Article 19 the total shares of the company are 500708096 shares, all of which are 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 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 22 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 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) shareholders who disagree with the resolution of the general meeting on the acquisition of shares of the company.
(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 will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 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 23 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 23 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 six months; If the total number of shares held by the company exceeds 10% of the total number of shares issued in Item (VI) or item (III) of the company, it shall not be cancelled in Item (V) or item (III) of the company.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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 30 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 31 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 32 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) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
