Inner Mongolia Dazhong Mining Co.Ltd(001203)
constitution
March, 2002
catalogue
Chapter I General Provisions one
Chapter II business purpose and scope two
Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 32 Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 37 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
Inner Mongolia Dazhong Mining Co.Ltd(001203)
constitution
Chapter I General Provisions
Article 1 to maintain Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as "the company" or "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) and 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 (hereinafter referred to as "the company") established in accordance with the company law, the regulations of the people's Republic of China on the administration of company registration and other relevant provisions.
The company was established by way of initiation, registered with Bayannur market supervision and Administration Bureau of Inner Mongolia Autonomous Region and obtained a business license with business license No.: 91150800701444800h.
Article 3 the company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on April 9, 2021
With the approval of the "China Securities Regulatory Commission"), 21894000 RMB ordinary shares were issued to the public for the first time,
It was listed on Shenzhen Stock Exchange on May 10, 2021.
Article 4 registered name of the company:
Chinese name Inner Mongolia Dazhong Mining Co.Ltd(001203)
English Name: Inner Mongolia Dazhong Mining Co., Ltd
Article 5 domicile of the company: Secretary Gou, xiaoshetai Town, wulatqian banner, Bayannur City, Inner Mongolia
Postal Code: 014424
Article 6 the registered capital of the company is 1508 million yuan.
Article 7 the business term of the company is until October 28, 2049.
Article 8 the general manager is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares, and the shareholders are liable to the company to the extent of their subscribed shares
The company shall be liable for the company's debts with all its assets.
Article 10 the articles of association of the company shall become the standard for the organization and behavior of the company and the company from the effective date
A legally binding document on the relationship between rights and obligations with shareholders and between shareholders shall be binding on the company and shareholders
A legally binding document for 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 11 The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager and Secretary of the board of directors of the company
Book, financial director and chief engineer.
Article 12 the company shall establish a Communist Party organization 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
Article 13 the business purpose of the company is to build our business with our occupied resources.
Article 14 after being registered according to law, the business scope of the company is: licensed business items: mining, processing and sales of mineral products; Smelting of mineral products; Processing and sales of oxidized pellets. Highway operation and management; Road transportation of ordinary goods; Mine scenic spot tourism. General business items: purchase and sale of mineral products (except control products), iron ore, steel, building materials, construction machinery, heavy vehicles, mining equipment and electromechanical products; Import and export trade (filing system); Operation of tailings pond; Sand and stone processing and sales.
The business scope of the company shall be subject to the industrial and commercial registration.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind shall be issued
1. Shares shall have equal 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 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1.
Article 18 the shares issued by the company shall be registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Centralized custody of the company.
Article 19 the promoters shall establish the company in the form of initiation, and the registered capital shall be fully invested at the time of establishment
Fully paid. The number of shares subscribed by each promoter at the time of establishment, the mode, time and proportion of capital contribution are as follows:
Name of initiator (Surname) (subscribed shares (10000 equity proportion, contribution form, contribution time) (%)
Zhongxing Group Co., Ltd. 8430499.18 net assets converted into shares 2009-5-24
Liang Baodong 696 0.82 net assets converted into shares may 24, 2009
Total 85 Tcl Technology Group Corporation(000100) ——
Article 20 the total number of shares of the company is 1508 million, all of which are ordinary shares and are owned by shareholders
Hold.
Article 21 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 22 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 23 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 24 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed 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 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 24 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company's shares as the subject matter of the pledge.
Article 29 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.
If other shareholders of the company voluntarily lock up their shares, they shall not transfer their shares of the company during the lock up period. 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 term of office, the shares transferred each year shall not exceed the shares of the same type of the company held by them
25% of the total number of copies; 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 30 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 within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. 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 CSRC.
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 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 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 33 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 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with proof of the type and number of shares he holds in the company
