Spic Dongfang Energy Corporation(000958) articles of Association
(revised in February 2022)
February 28, 2022
catalogue
Chapter I General Provisions- 3 – Chapter II business purpose and scope- 4 – Chapter III shares- 5 –
Section 1 share issuance- 5 –
Section II increase, decrease and repurchase of shares- 5 –
Section III share transfer- 7 –
Chapter IV Party Committee- 8 – Chapter V shareholders and general meetings- 9 –
Section 1 shareholders- 9 –
Section II general provisions of the general meeting of shareholders- 12 –
Section III convening of the general meeting of shareholders- 17 –
Section IV proposal and notice of the general meeting of shareholders- 19 –
Section V convening of the general meeting of shareholders- 21 –
Section VI voting and resolutions of the general meeting of shareholders- 24 –
Chapter VI board of Directors- 29 –
Section 1 Directors- 29 –
Section II board of Directors- 33 –
Section III Special Committee- 39 –
Chapter VII general manager and other senior managers- 41 – Chapter VIII board of supervisors- 44 –
Section I supervisors- 44 –
Section II board of supervisors- 45 –
Chapter IX Financial Accounting system, profit distribution and audit- 47 –
Section I financial accounting system- 47 –
Section II Internal Audit- 52 –
Section III appointment of accounting firm- 52 –
Chapter X notice and announcement- 53 –
Section I notice- 53 –
Section II announcement- 54 –
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation- 54 –
Section 1 merger, division, capital increase and capital reduction- 54 –
Section 2 dissolution and liquidation- 55 –
Chapter XII amendment of the articles of Association- 58 – Chapter XIII Supplementary Provisions- 58 –
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 and other relevant provisions (hereinafter referred to as the “company”). The company was established by way of sponsorship with the approval of JGB [1998] No. 45 document of the joint stock Leading Group Office of the people’s Government of Hebei Province. Registered with Shijiazhuang market supervision and Administration Bureau, obtained the business license and unified social credit Code: 911 Dalian Demaishi Precision Technology Co.Ltd(301007) 00714215x.
Article 3 with the approval of China Securities Regulatory Commission on September 7, 1999, the company issued 45 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 23, 1999.
Article 4 registered name of the company:
Full Chinese Name: State Power Investment Group Industrial Finance Holding Co., Ltd. (the change of company name needs to be deliberated and approved by the general meeting of shareholders, and the final registration shall be subject to the registration of the market supervision and Administration Bureau)
Full English Name: spic Industry Finance Holdings Co., Ltd
Article 5 company domicile: No. 161, jianhuanan Avenue, Shijiazhuang City, Hebei Province, postal code: 050031.
Article 6 the registered capital of the company is 5383418520 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, 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, the person in charge of Finance and the Secretary of the board of directors of the company.
Article 12 the company establishes the organization of the Communist Party of China in accordance with the articles of association of the Communist Party of China, and the Party committee plays a leading role in guiding, managing the overall situation and promoting the implementation. The company shall establish the working organization of the party, allocate a sufficient number of party affairs staff and ensure the working funds of the party organization.
Article 13 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; Take the workers’ Congress as the basic form, and implement the open and democratic management of enterprise affairs. The company provides necessary activity conditions for the labor union of the company.
Chapter II business purpose and scope
Article 14 the business purpose of the company is to ensure industrial production, facilitate people’s life and improve environmental quality; Revitalize the stock assets, optimize the capital structure and maximize the interests of shareholders and social benefits through production and operation and capital operation; The purpose is to realize the combination of industry and finance, the development of service industry and strengthen the intensive management of financial resources.
Article 15 after being registered according to law, the business scope of the company is: wind power generation (limited to branches) and Cecep Solar Energy Co.Ltd(000591) power generation; Heat supply; Collecting and paying heat fee; Rental of self owned houses; Power production (limited to branch operation). Installation, commissioning, overhaul, operation and maintenance of power facilities and heating facilities; Sales of heating equipment, power equipment and accessories; Selling electricity; Transmission and distribution of electric energy; Construction and operation of charging pile.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the promoters of the company are Shijiazhuang Dongfang thermoelectric Gas Group Co., Ltd., Shijiazhuang Pharmaceutical and medicinal materials Co., Ltd., Shijiazhuang Tiantong tractor Co., Ltd., Hebei Minglu Garment Group Co., Ltd. and Shijiazhuang Jingang internal combustion engine parts Group Co., Ltd.
Article 21 the total number of shares of the company is 5383418520, all of which are ordinary shares. Article 22 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 23 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 24 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 25 the company shall not purchase its own shares. However, except under any 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) 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) 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.
Article 26 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 purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 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 25 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; 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 three years.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
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 that have been 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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; The shares held by the company shall not be transferred within one 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 31 shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. If the company holds more than 5% of the shares after the purchase 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 Party committee
Article 32 the Party committee of the company shall be established with the approval of the superior party organization in accordance with the provisions of the constitution of the Communist Party of China. At the same time, the party’s Discipline Inspection Committee shall be established in accordance with the regulations.
Article 33 The Party committee of the company shall have a secretary. In principle, the Secretary of the Party committee and the chairman of the board of directors shall be held by one person, and the general manager of the Party member shall be the Deputy Secretary of the Party committee. Qualified party members can enter the board of directors and the management level through legal procedures, and qualified party members among the members of the board of directors and the management level can enter the Party committee in accordance with relevant regulations and procedures.
Article 34 The Party committee of the company shall play a leading role, take direction, manage the overall situation and promote implementation, and discuss and decide major matters of the company in accordance with regulations. The main responsibilities are:
(I) strengthen the political construction of the company’s party, adhere to and implement the fundamental system, basic system and important system of socialism with Chinese characteristics, educate and guide all Party members to maintain a high degree of consistency with the Party Central Committee with Xi Jinping Comrade as the core in political position, political direction and political principles;
(II) study and implement Xi Jinping the thought of socialism with Chinese characteristics in the new era, study and publicize the party’s theory, implement the party’s line, principles and policies, and supervise and ensure that the major decisions and arrangements of the Party Central Committee and the resolutions of superior party organizations are implemented in the company;
(III) study and discuss major business and management matters of the company, and support the board of directors and the management to exercise their functions and powers according to law;
(IV) strengthen the leadership and control over the selection and employment of the company, and pay close attention to the construction of the leading group and talent team;
(V) fulfill the company’s main responsibility of comprehensively and strictly administering the party, lead and support discipline inspection organizations to perform their duties of supervision, discipline enforcement and accountability, strictly enforce political discipline and political rules, and promote the extension of comprehensively and strictly administering the party to the grass-roots level;
(VI) strengthen the construction of grass-roots party organizations and Party members, unite and lead the staff and workers to actively participate in the reform and development of the company;
(VII) lead the ideological work, ideological and political work and spiritual civilization construction of the company
