Shandong Humon Smelting Co.Ltd(002237)
constitution
(March 2002)
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 Chapter V board of directors Section 1 Directors Section 2 board of Directors Chapter VI General Manager (president) and other senior managers Chapter VII board of supervisors Section 31 supervisors Section II board of supervisors Chapter VIII Party Committee Chapter IX Financial Accounting system, profit distribution and audit Section I financial accounting system 36 section II Internal Audit Section III appointment of accounting firm 40 Chapter X notices and announcements Section I notice Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 44 Chapter XIII Supplementary Provisions forty-four
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 pilot measures for joint stock enterprises, the opinions on the standardization of joint stock companies and other relevant provisions.
In 1994, the company was established by directional fund-raising with the approval of “mojinggai [1994] No. 4” issued by the Structural Reform Commission of Mouping County, Yantai City, Shandong Province; The company was registered with the Administration for Industry and Commerce of Mouping county and obtained the business license of enterprise legal person (Registration No.: 165367804-1)
In 1997, the company standardized in accordance with the company law and obtained the letter on agreeing to confirm Mouping Dongfang smelting Co., Ltd. (ltgh Zi [1997] No. 98) from Shandong Provincial Commission of economic reform. The company holds the approval certificate of Shandong Co., Ltd. (lzgz [1997] No. 77) issued by the people’s Government of Shandong Province. Re registered with Shandong Administration for Industry and commerce, renamed “Shandong Dongfang smelting Co., Ltd.” and obtained the business license of enterprise legal person (Registration No.: 267178377-1)
On August 7, 2003, the company’s name was changed to ” Shandong Humon Smelting Co.Ltd(002237) ” and obtained the business license of enterprise legal person issued by Shandong Administration for Industry and Commerce (Registration No.: 3700001802334). Article 3 on April 23, 2008, the company issued 24 million ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on May 20, 2008 with the approval of CSRC zjxk [2008] No. 582.
Article 4 registered name of the company:
Full Chinese Name: Shandong Humon Smelting Co.Ltd(002237)
Full English Name: Shandong humon smiling C0, Ltd.
Article 5 domicile of the company: Shuidao Town, Mouping District, Yantai City, Shandong Province; Postal Code: 264109. Article 6 the registered capital of the company is RMB 1148014400; The paid in capital is RMB 1148014400.
Article 7 the company is a permanent joint stock limited company. Company type: joint stock limited company (listed).
According to the company law and the articles of association of the Communist Party of China, the CPC Committee and discipline inspection committee are established in the company to carry out party activities. The party organization is an organic part of the corporate governance structure. The company adheres to the synchronous planning of Party construction and production and operation, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of party work, defines the rights, responsibilities and working methods of Party organizations in all links of enterprise decision-making, implementation and supervision, realizes system docking, mechanism docking, system docking and work docking, and promotes the organization, institutionalization and concretization of the role of Party organizations.
Article 8 the chairman or general manager (president) is the legal representative of the company.
Article 9 all the capital of the company is 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, general manager (president) and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager (president) and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager (vice president and chief executive officer), Secretary of the board of directors and financial director (chief financial officer).
Chapter II purpose and business scope
Article 12 the company’s business purpose is to abide by relevant national laws, regulations and policies, focus on economic benefits, take the market as the guidance, take technology as the backing, pursue the spirit of exploration and innovation, provide high-quality products and services for the society and users, and create rich returns for shareholders.
Article 13 business scope: gold and silver smelting; Production and sales of electrolytic copper, cathode copper, lead ingots, non-ferrous metals, rare and precious metals and their products (excluding hazardous chemicals and national restricted and prohibited projects); Construction of hazardous chemical production facilities for internal metal smelting of the enterprise (the license content shall be subject to the safety review opinion of hazardous chemical construction project); Operation without storage facilities: sulfuric acid, sulfur dioxide, arsenic trioxide, oxygen (compressed), oxygen (liquefied), argon (liquefied), nitrogen (liquefied), hydrochloric acid-3,3 ‘- dichlorobenzidine and arsenic (the term of validity is subject to the license); Sales of chemical fertilizer; Production and sales of ethionine and sodium mercaptoacetate; Mining (excluding iron powder); Road transportation of goods with import and export business insurance of goods and Technology (without the permission of transportation, public security and other relevant departments, it is not allowed to engage in relevant transportation business activities); Manufacturing and processing of mining equipment (excluding special equipment); Electrical repair; Motor vehicle maintenance; Hazardous waste management; The following are produced and operated by branches with branch licenses and business licenses: gold mining and beneficiation, pyrite mining, and retail of refined oil.
(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 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 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 the total number of common shares of the company before the initial public offering of shares to the public is 71.8 million, including:
Yantai humon Group Co., Ltd. holds 48.4 million shares, accounting for 67.410% of the total shares of the company; Wang Xinen holds 7.8 million shares, accounting for 10.863% of the total shares;
Yantai Mingcheng Development Co., Ltd. holds 5 million shares, accounting for 6.963% of the total shares of the company;
Gao Zhenglin holds 2.65 million shares, accounting for 3.691% of the total shares of the company;
Wang Jiahao holds 2.65 million shares, accounting for 3.691% of the total shares of the company;
Zhang Jixue holds 2.65 million shares, accounting for 3.691% of the total shares of the company;
Sun Lilu holds 2.65 million shares, accounting for 3.691% of the total shares of the company.
On April 18, 2007, Yantai Zexin certified public accountants Co., Ltd. issued the capital verification report (yzhyz [2007] No. 5), confirming that the share capital of the company subscribed by the above shareholders has been in place.
Article 19 the total number of shares of the company is 1148014400, all of which are ordinary shares in RMB.
Article 20 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 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;
(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 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 stipulated 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;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the 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) convertible shares issued by the listed company into bonds;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading. When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with 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; 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. The specific implementation rules shall be implemented in accordance with relevant laws, administrative regulations or rules.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
After the listing of the shares is terminated, the company’s shares will enter the agency share transfer system to continue trading.
The company shall not amend 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; 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.
The number of shares of the company sold by the directors, supervisors and senior managers of the company through listing and trading in the stock exchange within 12 months after reporting to leave office
