Poly Union Chemical Holding Group Co.Ltd(002037)
constitution
(Draft)
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Party committee Chapter IX Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system, profit distribution thirty-five
Section II Internal Audit forty
Section III appointment of accounting firm 40 Chapter X notices and announcements forty-one
Section I notice forty-one
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 45 Chapter XIII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to standardize the organizational behavior of Poly Union Chemical Holding Group Co.Ltd(002037) (hereinafter referred to as “the company”), adhere to and strengthen the party’s overall leadership, improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of shareholders, companies and creditors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The articles of association are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the law of the people’s Republic of China on state owned assets of enterprises (hereinafter referred to as the law on state owned assets of enterprises), the Interim Regulations on the supervision and administration of state owned assets of enterprises and other laws, administrative regulations, rules and normative documents.
Article 2 registered name of the company:
Chinese: Poly Union Chemical Holding Group Co.Ltd(002037)
English: Poly Union Chemical Holding Group Co., Ltd
Article 3 domicile of the company: Xintian Park, high tech Development Zone, Guiyang City, Guizhou Province.
Postal Code: 550002.
Article 4 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company was approved by Guizhou provincial government in document QFH [2002] No. 258, and was jointly initiated and established by Guizhou Jiulian Enterprise Group Co., Ltd., Nanjing University of technology, Sinan Wufeng Chemical Co., Ltd., Guizhou Xingtai Industrial Co., Ltd. and Guizhou Qianying 5708 aluminum foil factory. It was registered with Guizhou administration for Industry and Commerce and obtained the business license of enterprise legal person, Unified social credit Code: 91520 Cccg Real Estate Corporation Limited(000736) 6464537.
In August 2014, the controlling shareholder Guizhou Jiulian Group Co., Ltd., the state owned assets supervision and Administration Commission of Guizhou Provincial People’s government and China Poly Group Co., Ltd. signed a joint restructuring agreement. Poly group increased the capital of Guizhou Jiulian Group Co., Ltd. with its equity of civil explosive business assets and its own funds. After the capital increase, Poly Group held 51% equity and Guizhou SASAC held 49%. Changed to Poly Group Co., Ltd., the actual controlling shareholder of Poly Group Co., Ltd.
Article 5 the chairman is the legal representative of the company.
Article 6 in accordance with the provisions of the constitution of the Communist Party of China, establish the organization of the Communist Party of China, carry out party activities, establish the party’s working organization, allocate and strengthen party affairs staff, and ensure the working funds of the party organization. Article 7 the company adheres to the rule of law and strives to build a rule of law enterprise with perfect governance, operation compliance, standardized management and law-abiding integrity.
Article 8 the articles of association are legally binding on shareholders, the company, members of the Party committee, directors, supervisors and senior managers.
Article 9 on August 17, 2004, the company issued 40 million RMB common shares (A shares) to the public for the first time with the approval of the document zjffz [2004] No. 137 of the Securities Regulatory Commission of the people’s Republic of China, and was listed on Shenzhen Stock Exchange on September 8, 2004.
On May 28, 2012, the company issued 31575100 RMB ordinary shares in a non-public manner and was listed on Shenzhen Stock Exchange on July 9, 2012 with the approval of CSRC permit [2012] No. 718 document of the people’s Republic of China Securities Regulatory Commission.
On November 28, 2018, the company issued shares to purchase assets, added 160257149 ordinary shares and was listed on Shenzhen Stock Exchange on January 7, 2019 with the approval of CSRC zjxk [2018] No. 1973.
With the approval of the general meeting of shareholders, the Company repurchased 3741743 shares and cancelled them according to law. After the cancellation, the total share capital of the company was reduced from 487625309 shares to 483883566 shares, and the registered capital was reduced from 487625309 yuan to 483883566 yuan.
Article 10 the registered capital of the company is 48388356600 yuan.
Article 11 the company is a permanent joint stock limited company.
Article 12 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 13 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 14 other senior managers mentioned in the articles of association refer to the deputy general manager, chief accountant (financial principal), chief engineer, chief economist and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 15 the business purpose of the company is to build the company into a comprehensive service provider integrating R & D, production, sales, distribution and blasting services in accordance with the innovation driven development strategy of four-wheel drive of integrated operation, capitalized operation, international operation and scientific and technological innovation. Take customers as the center, provide customers with safe, efficient, advanced and high-quality products, technologies and services, achieve every customer and become a reliable partner for customers. Article 16 after being registered according to law, the business scope of the company: production, sales, research and development of civil explosives; Engineering blasting technical services and engineering construction; Chemical products (excluding dangerous chemicals) and import and export business.
According to the needs of market changes and business development, the company may adjust its business scope in accordance with legal procedures.
Chapter III shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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 19 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 20 the domestic shares of the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
The sponsors of the company are: Guizhou Jiulian Enterprise Group Co., Ltd., Nanjing University of technology, Sinan Wufeng Chemical Co., Ltd., Guizhou Xingtai Industrial Co., Ltd. and Guizhou Qianying 5708 aluminum foil factory. Guizhou Jiulian Enterprise Group Co., Ltd. and Sinan Wufeng Chemical Co., Ltd. contribute at the assessed net operating assets, and other sponsors contribute in cash. The contribution date is July 3, 2002. The number of shares subscribed by the above promoters at the time of establishment of the company is as follows:
Subscription proportion of shares (10000 shares) subscribed by sponsors (%)
Guizhou Jiulian Enterprise Group Co., Ltd. 552685 78.95
Sinan Wufeng Chemical Co., Ltd. 713.11 10.19
Guizhou Xingtai Industrial Co., Ltd. 337.8 4.83
Nanjing University of technology 281.49 4.02
Guizhou Qianying 5708 aluminum foil factory 140.75 2.01
Article 21 the total number of shares of the company is 483883566, 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 stipulated by laws, administrative regulations and approved by 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 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) 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.
The company’s acquisition of its shares for the reasons of items (I) and (II) of this article 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 this article, it shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors.
Except for the above circumstances, the company will not buy or sell its shares.
Article 26 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
After the company purchases its own shares in accordance with the provisions of Article 25, if it falls under the circumstances of item (I) of Article 25, 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 three years.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where a company acquires its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 25, it shall do so through public centralized trading.
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.
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; Hold
