Angang Steel Company Limited(000898)
constitution
(approved by the first extraordinary general meeting of shareholders in 2022)
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catalogue
Chapter I General Provisions ２
Chapter II business purpose and scope ４
Chapter III shares and registered capital ４
Chapter IV capital reduction and share repurchase ８
Chapter V financial assistance for purchasing shares of the company １１
Chapter VI list of shares and shareholders １２
Chapter VII rights and obligations of shareholders １６
Chapter VIII general meeting of shareholders １９
Chapter IX special procedures for voting of class shareholders ３４
Chapter 10 Party committee of the company ３６
Chapter XI board of directors 37 Chapter XII Secretary of the board of directors of the company 47 Chapter 13 general manager of the company 47 chapter XIV board of supervisors Chapter XV qualifications and obligations of directors, supervisors, managers and other senior managers of the company Chapter 16 financial accounting system, profit distribution and internal audit 59 Chapter 17 appointment of accounting firm Chapter 18 merger and division of the company Chapter XIX dissolution and liquidation of the company 66 chapter XX amendment procedures of the articles of Association 68 Chapter 21 special provisions 69 Chapter 22 settlement of disputes 70 Chapter 23 Supplementary Provisions ７１ １
Chapter I General Provisions
Article 1
The company is a joint stock limited company established in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the special provisions of the State Council on overseas share offering and listing of joint stock limited companies (hereinafter referred to as the special provisions), and other relevant national laws and administrative regulations.
The company was approved by the national economic system reform commission of the people’s Republic of China (Ti Gai Sheng [1997] No. 62) and established in the form of sponsorship on May 7, 1997. It was registered with the Administration for Industry and Commerce on May 8, 1997 and obtained the company’s business license. The business license number of the company is 912100 Suzhou Victory Precision Manufacture Co.Ltd(002426) 694799.
The initiator of the company is Anshan Iron and Steel Group Co., Ltd.
Article 2
The Chinese registered name of the company is Angang Steel Company Limited(000898) ,
The English registered name is Angang Steel Company Limited.
Article 3
The company is located in Anshan Iron and steel plant, Tiexi District, Anshan City, Liaoning Province, China.
Tel: 04128416578
Fax No.: 0412 － 6722093
Postal Code: 114021
Article 4
The legal representative of the company is the chairman of the company.
Article 5
The company is a permanent joint stock limited company.
Article 6
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 assets.
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Article 7
The company formulates and amends the articles of association in accordance with the company law, the securities law, the special provisions, the necessary provisions of the articles of association of overseas listed companies (hereinafter referred to as the “necessary provisions”) and other relevant provisions and the resolutions of the general meeting of shareholders.
Since the effective date of the articles of association, the articles of association has 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.
Article 8
The articles of association are binding on the company and its shareholders, directors, supervisors, general manager and other senior managers; The above-mentioned persons can put forward claims related to the company’s affairs in accordance with the articles of association.
According to the articles of association, shareholders can sue shareholders, shareholders can sue the company, shareholders can sue the company’s directors, supervisors, general manager and other senior managers, and the company can sue shareholders, directors, supervisors, general manager and other senior managers. The term “Prosecution” as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration.
The other senior managers mentioned in the articles of association refer to the deputy managers, the Secretary of the board of directors and the person in charge of finance of the company.
Article 9
The company may invest in other limited liability companies or joint stock limited companies, and shall be liable to the invested company to the extent of its capital contribution.
Article 10
The employees of the company shall organize the trade union in accordance with the trade union law of the people’s Republic of China, carry out trade union activities and safeguard the legitimate rights and interests of employees. The company shall provide necessary activity conditions for the company’s trade union.
Article 11
According to the provisions of the constitution of the Communist Party of China, the company establishes the organization of the Communist Party of China, and the Party committee plays the role of leadership core and political core, taking direction, managing the overall situation and ensuring implementation. Establish the working organization of the party, allocate a sufficient number of party affairs staff, and ensure the working funds of the party organization.
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Chapter II business purpose and scope
Article 12
The company’s business purpose is to take the main steel production as the leading, based on excellent business performance and capital operation as the means. Through the rational use of funds from domestic and foreign capital markets, improve the technical equipment level and product competitiveness of the enterprise, so as to continuously increase the capital, improve the enterprise efficiency year by year, and give satisfactory returns to the shareholders of the company with good business performance.
Article 13
After registration according to law, the business scope of the company includes ferrous metal smelting and steel rolling processing. Production and sales of coking and coking products and by-products, and production and sales of by-products of steel rolling; Sales of coal, iron ore and scrap steel, production and sales of pellets, deep processing of steel products, power supply, transmission and distribution; Production and sales of chemical fertilizer, industrial gas, medical oxygen (liquid) and general spare parts; Verification of measuring instruments and meters; Metallurgical raw and combustion materials, ferroalloy processing; Wholesale and retail of metal materials (excluding franchise), commission agency (excluding auction), warehousing, technical consultation, development, transfer and service; Development of standard materials and small equipment, physical and chemical performance inspection, processing of inspection samples, maintenance of chemical inspection equipment, cargo transportation agency services, loading and unloading and handling services; Rental of self owned houses; Sales of manganese iron ore, ilmenite, pig iron, ferroalloy and non-ferrous metals, and manufacturing of metal wire rope and its products; Import fixed waste that can be used as raw materials.
Chapter III shares and registered capital
Article 14
The shares of the company take 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 shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16
The company sets up ordinary shares at any time; The company may set up other types of shares as needed with the approval of the company examination and approval department authorized by the State Council.
Article 17
The shares issued by the company are all shares with par value, with par value of RMB 1 per share.
Article 18
With the approval of the competent securities authority under the State Council, the company may issue shares to domestic investors and overseas investors.
The term “overseas investors” as mentioned in the preceding paragraph refers to foreign investors and investors from Hong Kong, Macao and Taiwan who subscribe for the shares issued by the company; Domestic investors refer to investors within the people’s Republic of China who subscribe for shares issued by the company, except for the above-mentioned regions.
Article 19
The shares subscribed in RMB issued by the company to domestic investors are called domestic shares. The shares issued by the company to foreign investors and subscribed in foreign currencies are called foreign shares. Foreign shares listed abroad are called overseas listed foreign shares (among which those listed in Hong Kong can also be referred to as H shares). Unless otherwise specified in the articles of association, the shareholders of domestic shares and foreign shares are common shareholders and have the same obligations and rights.
Article 20
Upon the examination and approval of the company’s examination and approval department authorized by the State Council, the company issued 9403020451 ordinary shares (excluding the additional shares issued due to the exercise of over allotment equity).
Article 21
When the company was established, 1319000000 shares were issued to the promoters, accounting for 100% of the total share capital of the company. After the establishment of the company, 890000000 overseas listed foreign shares (excluding the additional shares issued due to the exercise of over allotment equity) and 300000 domestic listed domestic shares (A shares) were issued in the form of H shares to increase the total capital. After issuing foreign shares and domestic shares, the capital structure of the company is as follows: 2509000000 ordinary shares, of which Anshan Iron and Steel Group Co., Ltd. holds 1319000000 shares in the form of state-owned legal person shares, accounting for 52.6% of the total capital stock of the company (52.6%), and the shareholders of overseas listed foreign shares hold 890000000 shares in the form of H shares, Accounting for 35.4% (35.4%) of the total share capital of the company and 300000 shares held by domestic shareholders, accounting for 12% (12%) of the total share capital of the company.
Through the conversion of A-share convertible bonds into shares, the capital structure of the company is: 2962985697 ordinary shares, of which Anshan Iron and Steel Group Co., Ltd. holds 1319000000 shares in the form of national shares, accounting for 44.5% of the total capital stock of the company, and overseas listed foreign shareholders hold 890000000 shares in the form of H shares, Accounting for 30% (30.0%) of the total share capital of the company and 753985697 shares held by domestic shareholders, accounting for 25.5% (25.5%) of the total share capital of the company.
After the split share structure reform, the share capital structure of the company is: 2962985697 ordinary shares, of which Anshan Iron and Steel Group Co., Ltd. holds 1130503576 domestic shares in the form of state shares, accounting for 38.2% of the total share capital of the company, and other domestic shareholders hold 942482121 shares, accounting for 31.8% of the total share capital of the company; And foreign shareholders hold 890000000 shares in the form of H shares, accounting for 30% of the total share capital of the company.
After issuing new shares in 2006, the share capital structure of the company is: 5932985697 ordinary shares, of which Anshan Iron and Steel Group Co., Ltd. holds 410503576 domestic shares in the form of state shares, accounting for 69.1% of the total share capital of the company, and other domestic shareholders hold 942482121 shares, accounting for 15.9% of the total share capital of the company; And foreign shareholders hold 890000000 shares in the form of H shares, accounting for 15% of the total share capital of the company.
After the domestic shareholders exercise the warrants given by Anshan Iron and Steel Group Co., Ltd. in the split share structure reform, the capital structure of the company is: 5932985697 ordinary shares, of which Anshan Iron and Steel Group Co., Ltd. holds 3989901910 domestic shares in the form of national shares, accounting for 67.25% (67.25%) of the total share capital of the company; Other domestic shareholders hold 1053083787 shares, accounting for 17.75% of the total share capital of the company; And foreign shareholders hold 890000000 shares in the form of H shares, accounting for 15% of the total share capital of the company.
In 2007, after allotment of shares to all shareholders in the same proportion, the capital structure of the company is: 7234807847 ordinary shares, of which Anshan Iron and Steel Group Co., Ltd. holds 4868547330 domestic shares in the form of state shares, accounting for 67.29% of the total capital stock of the company
