Satellite Chemical Co., Ltd
constitution
(March 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors Section 1 Directors Section 2 independent directors Section III board of directors Section IV Secretary of the board of directors 36 Chapter VI senior managers other than the president and the Secretary of the board of Directors 37 Chapter VII board of supervisors Section 1 supervisors Section 2 board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system 42 section II Internal Audit Section III appointment of accounting firm 47 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 51 Chapter XII Supplementary Provisions fifty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of satellite Chemical Co., Ltd. (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, 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 laws The articles of Association (hereinafter referred to as “the articles of association” or “the articles of association”) are formulated in accordance with the provisions of administrative regulations and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the company law, the law of the people’s Republic of China on Chinese foreign equity joint ventures and other relevant laws and regulations. The company was approved by the Zhejiang Provincial Department of Commerce in Zheshou Zi Han [2010] No. 294 document, changed by Zhejiang satellite acrylic acid manufacturing Co., Ltd. as a whole, registered with Jiaxing Administration for Industry and Commerce and obtained the business license of enterprise legal person (Registration No.: 3304004 Shenzhen Energy Group Co.Ltd(000027) 11). The company is currently registered with Zhejiang market supervision and Administration Bureau, and the unified social credit code of the business license is 91330 Xinxing Ductile Iron Pipes Co.Ltd(000778) 26404×2.
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 7, 2011, the company issued 50 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”) on December 28, 2011.
Article 3 registered name of the company: Satellite Chemical Co., Ltd
English name of the company: Satellite Chemical Co., Ltd
Article 4 company domicile: bujiao Road, Jiaxing Industrial Park, Jiaxing City, Zhejiang Province; Postal Code: 314004. Article 5 the registered capital of the company is 2403306680 yuan. Article 6 the company is a permanent joint stock limited company. Article 7 the president of the company is the legal representative of the company. Article 8 all the assets of the company are divided into equal shares, and the shareholders shall be liable to the company to the extent of their subscribed shares
The company is responsible for the company’s debts with all its assets.
Article 9 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 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 the company; Shareholders may sue the directors, supervisors, President and other senior managers of the company; The company may sue shareholders, directors, supervisors, President and other senior managers.
Article 10 the term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the chief financial officer of the company. Article 11 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 12: the company’s purpose is to realize the integration of science and technology and innovation, and realize the industrialization of talents; Adhere to the purpose of improving economic benefits, take the integration of light hydrocarbons as the core, build a first-class low-carbon chemical new material technology company, and continue to create value for stakeholders. Article 13 after being registered according to law, the business scope of the company is: acrylic acid, methyl acrylate, ethyl acrylate, n-butyl acrylate, isooctyl acrylate, acrylic polymer, acrylic acid and ester heavy components, fabric coating adhesive (the above products are produced with the valid approval certificate for production and storage of hazardous chemicals in Jiaxing), super absorbent resin, waterproof slurry for water jet (steam) loom Production of light snow film; Wholesale, import and export business and sub packaging business of propane, butane, propylene, polypropylene, methanol, ethanol, butanol, isobutanol, 2-octanol, hydroquinone, p-hydroxyanisole, toluene, styrene, vinyl acetate, methylsulfonic acid, p-toluenesulfonic acid, ammonium persulfate, sodium persulfate, hydrazine hydrate, liquid alkali, methyl methacrylate, chemical machinery and equipment, spare parts and auxiliary materials. The import and export of the above commodities do not involve state-owned trade, import and export quota license, export quota bidding, export license and other commodities under special management.
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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company is one yuan only (RMB 1.00). Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 the total number of shares of the company is 2403306680.
The capital structure of the company is 2403306680 ordinary shares.
Article 19 when the company is changed into a joint stock limited company as a whole, the total number of shares is 150 million; The name of the sponsor, the number of shares subscribed, the shareholding ratio, the mode of capital contribution and the time of capital contribution are as follows:
On September 2, 2010, Zhejiang satellite Holding Co., Ltd. invested with the net assets corresponding to its 66.5% equity of Zhejiang satellite acrylic acid manufacturing Co., Ltd., equivalent to 99.75 million shares;
Yang Ya Zhen contributed 37.5 million shares on September 2, 2010 with the net assets corresponding to the 25% equity of Zhejiang satellite acrylic acid manufacturing Co., Ltd;
Jiaxing MaoYuan Investment Co., Ltd. invested 12.75 million shares on September 2, 2010 with the net assets corresponding to the 8.5% equity of Zhejiang satellite acrylic acid manufacturing Co., Ltd
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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 the resolution of the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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.
The company may acquire shares in accordance with the provisions of this Law and Article 23 of the articles of association under the following circumstances:
（1） 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） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or 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） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not engage in the trading of its shares.
Article 24 Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. The company may acquire its own shares through public centralized trading, or other methods recognized by laws, administrative regulations, departmental rules and normative documents of the CSRC and the trading rules of the stock exchange.
Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
The company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; The company is due to items (III) and (V) of paragraph 1 of Article 23 of the articles of association
In case of purchasing the shares of the company for the reasons specified in paragraph and (VI), a 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 the provisions of paragraph 1 of Article 23, if it falls under the circumstances of 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.
Article 25 after the company repurchases its shares, it shall cancel or transfer such shares in accordance with the provisions of the articles of association, and apply to the administrative department for Industry and Commerce for relevant change registration.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
If the listing of the company’s shares is terminated (except for active delisting), the company will apply for the shares to be transferred into the National SME share transfer system.
The company will not make any amendment to the provisions of the preceding paragraph in the articles of association.
Article 27 the company does not accept the shares of the company 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 shares of the company they hold (except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property, etc.); If the shares held by the company do not exceed 1000 shares, they can be transferred in one time, regardless of the above transfer proportion
