Jiangsu Shagang Co.Ltd(002075) articles of Association
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposals and notices of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-four
Section III independent directors twenty-eight
Section IV Secretary of the board of Directors thirty-one
Chapter VI general manager and other senior managers thirty-two
Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II Internal Audit forty
Section III appointment of accounting firm forty
Chapter IX notices and announcements forty-one
Section I notice forty-one
Section II announcement forty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section II dissolution and liquidation forty-two
Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-five
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 (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company was changed and established by Gaoxin zhangtong Co., Ltd. after being approved by Jiangsu provincial market supervision and Administration Bureau in the notice on approval of change registration of the company (0 China High-Speed Railway Technology Co.Ltd(000008) 9) (company change [2011] No. 03280004). Gaoxin zhangtong Co., Ltd. was approved by Jiangsu Provincial People’s Government Su Zheng Fu [2001] No. 223 reply on Approving the overall change and establishment of Gaoxin zhangtong Co., Ltd. and was established by Gaoxin zhangtong metal materials Co., Ltd. in accordance with the law.
The company is registered with Jiangsu market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91320000734417390d.
Article 3 with the approval of China Securities Regulatory Commission on September 25, 2006, the company issued 90 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on October 25, 2006.
With the approval of zjxk [2010] No. 1909 document of China Securities Regulatory Commission, the company privately issued 1180265552 ordinary shares (A shares) to Jiangsu Shagang Group Co., Ltd. and purchased 63.79% equity of Jiangsu Shagang Huaigang Special Steel Co., Ltd. held by Jiangsu Shagang Group Co., Ltd. after capital increase and issuance, The registered capital of the company is changed to 1576265552 yuan. The company’s shares resumed listing on Shenzhen Stock Exchange on April 8, 2011.
Article 4 registered name of the company
Chinese Name: Jiangsu Shagang Co.Ltd(002075) ,
English Name: Jiangsu Shagang Co., Ltd.
Article 5 company domicile: Shagang building, Jinfeng Town, Zhangjiagang City, Jiangsu Province, postal code: 215625. Article 6 the registered capital of the company is RMB 2206771772.
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 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, managers 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 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors, marketing director and chief engineer of the company.
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 business purpose of the company:
Take innovation as the concept, scientific and technological progress and enterprise management as the focus, and economic benefits as the center, so as to realize high starting point, intensification and internationalization. Organize and operate independently according to the market demand, realize the diversification of product structure, maintain and increase the value of all assets through continuously improving the level of productivity and economic benefits, and establish large enterprises with industry characteristics and strong competitiveness. Protect the legitimate rights and interests of shareholders and enable all shareholders to obtain a good return on investment.
Article 14 after being registered according to law, the business scope of the company is:
Development and sales of ferrous metal processing and smelting products; China Trade (except for projects prohibited or restricted by the state; if the state has special regulations, it can be operated after obtaining the corresponding license); Self support and agency of import and export business of various commodities and technologies.
(for projects subject to approval according to law, business activities can be carried out only 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 kind
Shares shall have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Or any unit
The same price shall be paid per share for the shares subscribed by the bidder.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are China Hi Tech Investment Group Corporation, Zhangjiagang yangshe Town asset management company, Guo photo, Xu Jun, Zhou Jianqing and Jiang Zhaonan. The number of shares subscribed is 59.4 million shares, 19.44 million shares, 10.8 million shares, 6.48 million shares, 6.48 million shares and 5.4 million shares respectively, All promoters took the audited net assets corresponding to their shares in Gaoxin zhangtong metal materials Co., Ltd. as their capital contribution, which was completed on December 27, 2001.
Article 20 the total number of shares of the company is 2206771772, all of which are ordinary shares.
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 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 prescribed 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 specified in the articles of association.
Article 24 the company shall not purchase its own shares. However, except for one 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 safeguarding the company’s value and shareholders’ rights and interests.
Article 25 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 due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; In case of purchasing the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors may be adopted 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 24 of the articles of association, if it belongs to 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 27 the shares of the company may be transferred according to law.
After the listing of the company’s shares is terminated, the company’s shares enter the agency share transfer system to continue trading.
The company shall not modify the provisions of the preceding paragraph in the articles of association.
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 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 to the company the shares of the company they hold and their changes. During their term of office, 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 one year from the date of listing and trading of the company’s shares.
The directors, supervisors and senior managers of the company shall not transfer their shares of the company within six months after their resignation. Within 12 months after the declaration of leaving office, the number of shares of the company sold through the stock exchange shall not exceed 50% of the total number of shares of the company held by him.
Article 30 shareholders, directors, supervisors and senior managers who hold 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. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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 shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 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
