Pangang Group Vanadium Titanium & Resources Co.Ltd(000629)
constitution
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021)
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares six
Section II increase, decrease and repurchase of shares seven
Section III share transfer eight
Chapter IV shareholders and general meeting of shareholders ten
Section 1 shareholders ten
Section II general provisions of the general meeting of shareholders thirteen
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders twenty
Section VI voting and resolutions of the general meeting of shareholders twenty-four
Chapter V board of Directors twenty-eight
Section 1 Directors twenty-eight
Section II board of Directors thirty-four
Chapter VI managers and other senior managers 39 Chapter VII board of supervisors forty-three
Section I supervisors forty-three
Section II board of supervisors forty-four
Chapter VIII Party committee Chapter IX Financial Accounting system, profit distribution and audit forty-eight
Section I financial accounting system forty-eight
Section II Internal Audit fifty-two
Section III appointment of accounting firm fifty-two
Chapter X notice and announcement fifty-three
Section I notice fifty-three
Section 2 Announcement fifty-four
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation fifty-four
Section I merger, division, capital increase and capital reduction fifty-four
Section 2 dissolution and liquidation fifty-six
Chapter XII amendment of the articles of Association fifty-nine
Chapter XIII Supplementary Provisions sixty
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) 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 Pangang Group Vanadium Titanium & Resources Co.Ltd(000629) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the pilot measures for joint stock enterprises run by the Ministry of the Fifth Committee of the State Council, the normative opinions on joint stock limited companies issued by the State Commission for structural reform and other relevant provisions.
The company was established by directional offering with the approval of the notice of the Ministry of metallurgical industry on the review opinions on the establishment of Panzhihua Iron and Steel Group plate Co., Ltd. [(1992) YTZ No. 705] and the reply to the application for the establishment of Panzhihua Iron and Steel Group plate Co., Ltd. [CGS (1993) No. 3] issued by the joint review group of joint stock system in Sichuan Province; Registered with Panzhihua market supervision and Administration Bureau and obtained a business license. The unified social credit code is [91510400204360956e].
Article 3 on October 24, 1996, the company issued 24.2 million RMB ordinary shares to the public for the first time on November 5, 1996 with the approval of the reply on the application for public offering of shares by Panzhihua Iron and Steel Group plate Co., Ltd. [Zheng Jian FA Zi [1996] No. 288] issued by the China Securities Regulatory Commission, Together with 37.8 million of the original internal staff shares, it was listed on Shenzhen Stock Exchange on November 15, 1996.
Article 4 registered name of the company:
Full Chinese Name: Pangang Group Vanadium Titanium & Resources Co.Ltd(000629)
Full English Name: Pangang Group vanadium titanium & resourcesco, Ltd.
Article 5 company domicile: Nongnongping, Panzhihua City, Sichuan Province, postal code: 617067.
Article 6 the registered capital of the company is RMB 8589746202.
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 their shares, 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 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, managers and other senior managers.
Article 11 in accordance with the provisions of the constitution of the Communist Party of China and the regulations of the Communist Party of China on the work of grass-roots organizations in state-owned enterprises (for Trial Implementation), establish organizations of the Communist Party of China, carry out party activities, establish party working organs, allocate and strengthen party affairs staff, and ensure the working funds of Party organizations.
The company establishes a trade union in accordance with the trade union law of the people’s Republic of China to carry out trade union activities and safeguard the legitimate rights and interests of employees. When the company should provide necessary and important rules and regulations for the trade union of the company, it should listen to the opinions of the trade union of the company, and listen to the opinions and suggestions of the employees through the employee congress or other forms.
Chapter II business purpose and scope
Article 12 the company’s business purpose: widely absorb social funds, rely on scientific and technological progress, develop high-tech and high-quality products, improve economic and social benefits and promote the development of the company.
Article 13 after being registered according to law, the business scope of the company is: licensed projects: production of hazardous chemicals; Operation of hazardous chemicals; Power generation business, transmission business and power supply (distribution) business; Inspection and testing services. General items: nonferrous metal alloy manufacturing; Ferroalloy smelting; Common nonferrous metal smelting; Manufacturing of metal materials; Non ferrous metal calendering; Sales of metal products; Sales of metal materials; Wholesale of hardware products; Sales of labor protection articles; Wire and cable business; Internet sales (except sales of goods requiring license); Maintenance of electronic and mechanical equipment (excluding special equipment); China cargo transportation agency; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Import and export of goods; Technology import and export.
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 shares of the same class issued at the same time, the issuance conditions and price of each share shall be 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 when the company is first issued, the total number of ordinary shares approved to be issued is 70 million. When it is established, 485 million shares are issued to the sponsor Panzhihua Iron and steel (Group) company, accounting for 69.29% of the total number of ordinary shares that can be issued by the company; Issue 75 million shares to the sponsor China 19th Metallurgical Construction Company, accounting for 10.71% of the total number of ordinary shares that can be issued by the company; Internal employees hold 140 million shares, accounting for 20% of the total number of ordinary shares that can be issued by the company. In August 1996, the company’s board of directors proposed, approved by relevant departments and approved by the company’s extraordinary general meeting, to reduce the shares of the company in the same proportion of 1:0.54. After the share reduction, the company’s shares were 378 million, including 302.4 million sponsors, accounting for 80% of the total share capital, and 75.6 million internal employees, accounting for 20% of the total share capital.
Article 19 the total number of shares of the company is 8589746202, and the capital structure of the company is 8589746202 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 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） Necessary to maintain the company’s value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of 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 Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in Item (I) and item (2) of paragraph 1 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 Item (3), (5) and (6) 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 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the 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.
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 number of shares of the same type 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 their shares of the company within half a year after their 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 buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. 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 shareholders of the company are investors who hold the shares of the company according to law.
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 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 holdings in accordance with laws, administrative regulations and the articles of association
