constitution
(revised in March 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meetings eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
Section II board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-seven
Section III appointment of accounting firm thirty-eight
Chapter IX notice and announcement thirty-nine
Section I notice thirty-nine
Section II announcement forty
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 2 dissolution and liquidation forty-two
Chapter XI Party committee Chapter XII amendment of the articles of Association 45 Chapter XIII Supplementary Provisions forty-six
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 in the form of initiation with the approval of the State Economic and Trade Commission’s Guo Jing Ji Gai [1998] No. 544 document; Registered with Zhejiang market supervision and Administration Bureau and obtained a business license. The business license number is unified social credit code 91330 Berry Genomics Co.Ltd(000710) 924531u.
Article 3 on March 2, 1999, the company was approved by the China Securities Regulatory Commission (CSRC) Zheng Jian FA Zi [1999] No. 21
Wen approved the issuance of 70 million ordinary shares in RMB to the public for the first time and was listed on the Shanghai Stock Exchange on April 22, 1999.
Article 4 registered name of the company: China Jushi Co.Ltd(600176) (Chinese)
Chinajushi Co., Ltd (English)
The fifth company residence: 669, Wenhua Road, Wutong street, Tongxiang, Zhejiang.
Postal Code: 314500
Article 6 the registered capital of the company is RMB 4003136728.
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 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, 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 term “other senior managers” as mentioned in the articles of association refers to the Secretary of the board of directors, the deputy general manager and the person in charge of finance of the company.
Article 12 in accordance with the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, and the Party committee shall play 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.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to adapt to the development of socialist market economy, focus on economic benefits, transform the mechanism, strengthen and standardize enterprise management, and establish a modern enterprise system, so as to make the company a competitive enterprise and make shareholders obtain satisfactory returns.
Article 14 after registration according to law, the business scope of the company is: technical development and technical services of new materials; Wholesale of glass fiber and its products, composite materials, building materials, engineering materials and products, glass fiber related raw materials, chemical raw materials (excluding dangerous goods and precursor drugs), equipment and accessories; Lease of self owned houses; Equipment installation; Information technology services; business management; Asset management. The above operation certificates involving licenses. (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 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 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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the total number of ordinary shares approved to be issued by the company is 210 million. At the time of establishment, the company issued 140 million shares to the promoters, accounting for 66.67% of the total number of ordinary shares that can be issued by the company, of which 79.35 million shares were subscribed by China New building materials company with assets, accounting for 37.79% of the total share capital; Zhejiang Tongxiang Zhenshi Co., Ltd. subscribed 46.75 million shares with assets, accounting for 22.26% of the total share capital; Jiangsu Yonglian group company subscribed 8.9 million shares with assets, accounting for 4.24% of the total share capital China State Construction Engineering Corporation Limited(601668) materials and equipment import and Export Corporation subscribed 5 million shares in cash, accounting for 2.38% of the total share capital.
Among them, the sponsor shareholder China New Building Materials Corporation (renamed China State Construction Engineering Corporation Limited(601668) Materials Group Co., Ltd. on April 29, 2009) has transferred 37.79% of its shares to Beijing New Building Materials Public Limited Company(000786) (Group) Co., Ltd., and Beijing New Building Materials Public Limited Company(000786) (Group) Co., Ltd. has transferred 37.79% of its shares to China State Construction Engineering Corporation Limited(601668) materials and equipment import and export company, China State Construction Engineering Corporation Limited(601668) materials and equipment import and Export Corporation (restructured into China Building Materials Co., Ltd. on March 28, 2005) holds 40.17% of the shares of the company; Jiangsu Yonglian group has transferred 4.24% of its shares to Jiangyin Changjiang Steel Pipe Co., Ltd; Zhejiang Tongxiang Zhenshi Co., Ltd. was renamed Zhenshi Holding Group Co., Ltd. on July 23, 2008.
After the split share structure reform, China Building Materials Co., Ltd. holds 36.15% of the shares of the company; Zhenshi Holding Group Co., Ltd. holds 20.04% of the shares of the company; Jiangyin Changjiang Steel Pipe Co., Ltd. holds 3.81% of the company’s shares.
Article 20 the total number of shares of the company is 4003136728 shares, all of which are ordinary shares with a par value of one yuan per share.
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 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) decrease of registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company;
(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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 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.
Article 26 the company’s acquisition of shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 23, if it falls under 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.
The shares of the company purchased by the company in accordance with item (III) of Article 23 will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
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 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 above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 30 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 they buy them, or buy them again within 6 months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 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 holds a 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 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 shareholders’ request for inspection
