Ningxia Baofeng Energy Group Co.Ltd(600989)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer 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 nine
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders eleven
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors seventeen
Section 1 Directors eighteen
Section 2 independent directors twenty
Section III board of Directors twenty
Section IV Special Committee Chapter VI president and other senior managers Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-seven
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit twenty-nine
Section I financial accounting system twenty-nine
Section 2 profit distribution thirty
Section III internal audit and supervision thirty-two
Section IV appointment of accounting firm 32 Chapter IX notices and announcements thirty-three
Section I notice thirty-three
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation Chapter XI amendment of articles of Association Chapter 12 supplementary provisions 36 thirty-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Ningxia Baofeng Energy Group Co.Ltd(600989) (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 company law, the securities law and other relevant provisions.
The company is a joint stock limited company established by initiating the establishment on the basis of the overall change of Ningxia Ningxia Baofeng Energy Group Co.Ltd(600989) Group Co., Ltd; Registered with the Administration for Industry and Commerce of Ningxia Hui Autonomous Region and obtained a business license. The unified social credit code is 916400007749178406.
Article 3 on April 19, 2019, the company issued 733.36 million RMB ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on May 16, 2019 with the approval of the reply on approving Ningxia Baofeng Energy Group Co.Ltd(600989) initial public offering of shares (zjxk [2019] No. 782) issued by the China Securities Regulatory Commission.
Article 4 the registered name of the company is Ningxia Baofeng Energy Group Co.Ltd(600989)
Full Chinese name of the company: Ningxia Baofeng Energy Group Co.Ltd(600989)
Chinese abbreviation of the company: Ningxia Baofeng Energy Group Co.Ltd(600989)
Full English name of the company: Ningxia Baofeng Energy Group Co., Ltd
English abbreviation of the company: Baofeng energy
Article 5 company domicile: Baofeng circular economy industrial park, Ningdong energy and chemical industry base, Yinchuan City, Ningxia, postal code: 750411.
Article 6 before the company issues RMB common shares to the public for the first time, the registered capital is RMB 6600 million. After the company issued RMB ordinary shares to the public for the first time, the registered capital was changed to RMB 733336 million, which has been registered with the market supervision and Administration Department of Ningxia Hui Autonomous Region. Article 7 the company is a permanent joint stock limited company.
Article 8 the president 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 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 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 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 term “other senior managers” as mentioned in the articles of association refers to the company’s vice president, Secretary of the board of directors and chief financial officer..
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 conduct production and business activities on the commercial principles of justice, legality, good faith, equality and mutual benefit, strengthen economic cooperation and technical exchange, adopt advanced, applicable and scientific management methods to manage the enterprise, strive to improve the competitiveness of the enterprise in the market, and enable the investor to obtain a reasonable and maximum return on investment.
Article 14 after registration according to law, the business scope of the company: production and sales of high-end coal based new materials (polyolefins and polyolefin modified products of various brands); Modern coal chemical and fine chemical products (methanol, ethylene, propylene, mixed C5, light hydrocarbon, mixed hydrocarbon, MTBE, propane, 1-butene, pure benzene, mixed benzene, xylene, heavy benzene, non aromatic hydrocarbon, liquefied gas, medium temperature asphalt, modified asphalt, anthracene oil, wash oil, mixed naphthalene, phenol oil, light oil, sulfur, ammonium sulfate, liquid oxygen, liquid nitrogen, sodium chloride, sodium sulfate, liquid argon, etc.) Production and sales; Production and sales of coking products (coke, crude benzene and coal tar); Coal mining, washing and sales; Project construction of coke (coal) gasification to olefins and downstream products; Production and maintenance of mining equipment; Installation, maintenance and inspection of pressure vessels and pressure pipelines; Calibration of instruments and valves; Internal R & D and personnel management. (for projects subject to approval according to law, production and business activities shall be carried out after approval by relevant departments)
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 class shall have the same rights.
The same amount shall be paid for each share subscribed.
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 centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 19 the promoters of the company are: Ningxia Baofeng Group Co., Ltd., Dang Yanbao and Dang Yanfeng.
Among them, Ningxia Baofeng Group Co., Ltd. subscribed 401.12 million shares, Dang Yanbao subscribed 552 million shares and Dang Yanfeng subscribed 36.8 million shares.
The company was established by Ningxia Ningxia Baofeng Energy Group Co.Ltd(600989) Group Co., Ltd. after overall change. Ningxia Baofeng Group Co., Ltd., Dang Yanbao and Dang Yanfeng contributed with their net assets of Ningxia Ningxia Baofeng Energy Group Co.Ltd(600989) Group Co., Ltd. at the base date of audit and evaluation, and the contributions of each sponsor were fully paid at one time when the company was established.
Article 20 the total number of shares of the company is 7333360000, all of which are ordinary shares in RMB.
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: (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 stipulated 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 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) 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 a company may purchase its own shares through public centralized trading or other methods approved by laws and 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 24 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 in case that the purchaser (together with the person acting in concert) intends to acquire 0.1% or more of the shares of the company by agreement, the company and the shareholders who intend to sell the shares of the company shall send a notice to the board of directors of the company within 2 days after receiving the notice from the purchaser, which shall specify the number of shares to be sold Price and other acquisition conditions. Under the same conditions, the controlling shareholder or actual controller of the company has the priority to purchase all or part of the shares to be sold specified in the notice. The board of directors of the company shall give a written reply to whether the actual controller or controlling shareholder purchases the shares to be sold within 5 days. Before obtaining the written reply of the board of directors, the shareholders who intend to sell the shares of the company shall not reach an agreement with the purchaser on their own. If the board of directors fails to reply within 5 days, the shareholders who intend to sell the company’s shares may reach an agreement with the purchaser.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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.
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 the shares of the company held by them within six months after their resignation.
Article 31 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 held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares purchased, or under other circumstances specified by the securities regulatory authority under the State Council, the time limit for selling the shares is not subject to six months.
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, 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 32 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is to prove that the shareholders hold the company’s shares
