Yunnan Copper Co.Ltd(000878) articles of Association
(revised at the 27th meeting of the eighth board of directors and the 24th Meeting of the eighth board of supervisors on December 14, 2021, and submitted to the fifth extraordinary general meeting of shareholders in 2021 for deliberation and revision) Chapter I General Provisions
Article 1 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), the articles of association of the Communist Party of China and other relevant provisions in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions.
The company was established by raising funds with the approval of yzf [1997] No. 92 document of Yunnan Provincial People’s government; Registered with Yunnan Administration for Industry and Commerce and obtained a business license with the business license number of 530000000004704.
Article 3 with the approval of China Securities Regulatory Commission, the company issued RMB common shares to the public for the first time on April 20, 1998. All of them are domestic shares issued to domestic investors and subscribed in RMB. They were listed on Shenzhen Stock Exchange on June 2, 1998.
Article 4 registered name of the company:
Full Chinese Name: Yunnan Copper Co.Ltd(000878)
Full English Name: Yunnan Copper Co., Ltd, abbreviated as YCC
Article 5 domicile of the company: Kunming National High tech Industrial Development Zone, Kunming City, Yunnan Province
Postal Code: 650000
Article 6 the registered capital of the company is RMB 1699678560.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 the company shall enjoy the property rights of legal persons according to law, operate independently, account independently, be responsible for its own profits and losses, enjoy civil rights according to law and bear civil liabilities independently. 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 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 shall be legally binding on 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 11 other senior managers mentioned in the articles of association refer to the company’s deputy general manager, chief financial officer (or chief accountant), chief engineer and Secretary of the board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose: to build a world-class copper company with global competitiveness, focus on its main business and actively expand the market at home and abroad; Adhere to the priority of safety and environmental protection, talents, resources, cost, science and technology and capital operation, and promote high-quality development; Maximize value and protect the legitimate rights and interests of all shareholders.
Article 13 after registration according to law, business scope: production, processing and sales of non-ferrous metals and precious metals, and design, construction and scientific research of production technology. Production, processing and sales of high-tech products and chemical products. Production and installation of mechanical power equipment, and export of self-produced products and related technologies of the enterprise; Operate the import business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required for scientific research produced by the enterprise; Operate the enterprise’s feed processing and “three supplies and one compensation” business; Export the copper materials, beneficiation reagents and non-ferrous metals produced by the enterprise; Import the raw materials, mechanical equipment, instruments and meters, spare parts required by the production and scientific research of the enterprise, operate non-ferrous metal mining and beneficiation business, chemical fertilizer processing and sales, feed additive products and sulfuric acid. Production of food additives: production and operation of liquid oxygen, oxygen, nitrogen, argon and other gas products; Medical oxygen manufacturing; Sales of mixed gas, liquid nitrogen, liquid argon, high purity nitrogen, high purity argon and high purity helium; Import and export of goods and technology; Compressed air production and operation; Analysis and testing, logistics transportation and logistics auxiliary services. Material trade, including daily necessities, labor protection supplies, cultural and office supplies, packaging materials Chemical raw materials and products (except dangerous goods), Wujinjiaodian, electromechanical equipment and accessories, mechanical equipment and accessories, plastic products, rubber products, building materials, refractories, cement products, thermal insulation and anti-corrosion oxygen coatings, building waterproof materials, thermal insulation materials, lubricants, greases, metal materials, metal products. Coal, wires and cables, trade agents. (the above business scope involving national laws and regulations shall be operated with a license). (for projects that must be approved according to law, business activities can be carried out only with the approval of 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 the same class of shares issued at the same time, the issuance conditions and price of each share are the same; For the shares subscribed by any unit or individual, the same price shall be paid 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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 with the approval of yzf [1997] No. 92 document of the people’s Government of Yunnan Province, the company was established as a joint stock limited company by means of public offering with Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. as the sole sponsor and the main operating net assets of its wholly-owned subsidiary Yunnan Smelter after evaluation and confirmation. It was registered with Yunnan Administration for Industry and Commerce on May 15, 1998.
Article 19 the total number of shares of the company is 1699678560, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares 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;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified in the articles of association.
Article 23 the company may purchase shares of the company 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the convertible corporate bonds issued by the listed company; (6) it is necessary for the listed company to maintain the company’s value and equity interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases shares of the company due to items (I) and (II) of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders.
If the company purchases its shares under the circumstances specified in items (3), (5) and (6) 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 Article 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In case of items (2) and (4), they shall be transferred or cancelled within 6 months; in case of items (3), 5 and (6), 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 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.
Directors, supervisors The senior managers shall report to the company the shares of the company they hold (including preferred shares) and its changes. During his term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same kind held by him in the company; the shares held by him in 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 the shares held by him in the company within half a year after his 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 they buy them, or buy them again within 6 months after they sell 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 exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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.
The company signed a share custody agreement with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, regularly inquired about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely mastered the equity structure of the company.
Article 31 when the company convenes the 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) Obtain dividends and other forms of benefit distribution according to the shares they hold; （2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） 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;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, it shall provide the company with written documents proving its holding of shares and the number of shares held by it, and the company shall provide them at the request of the shareholder after verifying the identity of the shareholder.
Article 34 Where the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to determine them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 35 If a director or senior manager violates laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates laws, administrative regulations or the articles of association when performing its duties, resulting in losses to the company, the shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors and the board of directors refuse to file a lawsuit after receiving the written request of shareholders specified in the preceding paragraph, or fail to file a lawsuit within 30 days from the date of receiving the request, or if the situation is urgent and the lawsuit is not filed immediately, the interests of the company will be affected
