Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
Stock Code: sh Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
constitution
March, 2002
(Revised)
Stock Code: sh Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope three
Chapter III shares three
Section 1 issue of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Section III Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Wrong! No bookmarks defined.
Section I supervisors Wrong! No bookmarks defined.
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-six
Section III appointment of accounting firm 39 Chapter IX notices and announcements thirty-nine
Section I notice thirty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-three
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 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established by means of initiation with the approval of “Su Zheng Fu (1998) No. 6” document of Jiangsu Provincial People’s Government on April 3, 1998. The company is currently registered with Zhejiang Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 913 Hanwei Electronics Group Corporation(300007) 463411432.
Article 3 the company issued 90 million ordinary shares in RMB to the public for the first time on April 28, 2003 with the approval of the document “[2003] No. 41” of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and was listed on the Shanghai Stock Exchange on June 27, 2003.
Article 4 registered name of the company:
Chinese Name: Zhejiang Jiahua Energy Chemical Industry Co.Ltd(600273)
English Name: Zhejiang Jiahua Energy Chemical Industry Co., Ltd
Article 5 domicile of the company: No. 2288, Binhai Avenue, Zhapu, Jiaxing City, Zhejiang Province
Postal Code: 314201
Article 6 the registered capital of the company is RMB 1420000000.
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 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 and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to legally engage in various business activities with high quality and efficiency, continuously improve the operation and management level and core competitiveness of the enterprise, maximize the shareholders’ rights and interests and the value of the company, create good economic and social benefits, and promote the sustainable development of the enterprise.
Article 13 after being registered according to law, the business scope of the company is:
Licensed business items: the production of dangerous chemicals (see the work safety license for the scope), the business of dangerous chemicals (see the dangerous chemicals business license for the scope), the filling of mobile pressure vessels (operate with a valid license), the production of food and food additives (see the food production license for the scope), and the business of food and food additives (see the food business license for the scope). Power generation services, heating services, industrial investment, asset management, economic information consulting, manufacturing and sales of chemical raw materials and chemical products (excluding dangerous goods and precursor chemicals), plastic products, knitwear and textiles, mechanical equipment, automatic control instruments, hardware and electrical appliances, steel, electromechanical equipment, building materials, daily chemical products, daily necessities, industrial desalted water and other industrial water, fly ash, coal cinder Desulfurization gypsum sales, import and export business, cylinder inspection, contract energy management services, hazardous waste management, emerging energy technology research and development, civil aviation material sales, land pipeline transportation, mobile pressure vessel / cylinder filling, general industrial solid waste (including sludge) disposal and comprehensive utilization. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Note: the change of the above business scope shall be subject to the approval of the administrative department for Industry and commerce
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, and the value of each share shall be RMB 1. Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Huafang Group Co., Ltd. (former Huafang Industrial Corporation), Zhangjiagang Tangqiao welfare wool weaving factory, Zhangjiagang Qinglong copper factory, Zhangjiagang Tangqiao flowering factory and Zhangjiagang Everbright computer printing factory. Except that Huafang Group Co., Ltd. (former Huafang Industrial Corporation) produces capital with operating net capital, other promoters make capital contributions in cash. The time of contribution is September 1997.
Article 19 the total number of ordinary shares of the company is 142000000.
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 shall not purchase its own shares. However, except under any 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) 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Laws, administrative regulations and other methods approved by the CSRC.
Where a company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If 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 resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it falls under item (I) of Article 24, 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
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 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. If the company has a long-term agreement on the limited sale period of shares, such agreement shall prevail.
The directors, supervisors and senior managers of the company shall report their shares (including preferred shares) and their changes to the company. 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. If there is a long-term agreement on the limited sale period of shares, such agreement shall prevail. 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 or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, unless the securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares and other circumstances stipulated by the CSRC.
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 30 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 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 32 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) in accordance with laws and administrative regulations
