constitution
April, 2002
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 meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors Wrong! No bookmarks defined.
Chapter VI president and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors thirty-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-seven
Section III appointment of accounting firm thirty-eight
Chapter IX notice and announcement thirty-eight
Section I notice thirty-eight
Section II announcement thirty-nine
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation forty
Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Tong Petrotech Corp(300164) (hereinafter referred to as “the company”), the shareholders and creditors of the company 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.
With the approval of Shaanxi Provincial People’s government, the company is established in the form of initiation; Registered with Xi’an market supervision and Administration Bureau, obtained a business license and unified social credit code 91610131294266794g.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 20, 2010, the company issued 17000000 ordinary shares in RMB to the public for the first time, all domestic shares subscribed in RMB to domestic investors, and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”) on January 13, 2011. Article 4 Chinese registered name of the company: Tong Petrotech Corp(300164)
English name of the company: Tong Petrotech Corp
Article 5 domicile of the company: No. 1307, 13 / F, block a, No. 51, Tangyan Road, high tech Zone, Xi’an, Shaanxi Province. Postal code 710065.
Article 6 the registered capital of the company is 544261399 yuan.
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 a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, the president, supervisors, shareholders and other senior management personnel of the company can sue, and the directors, supervisors and other shareholders of the company can sue.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the executive vice president, vice president, Secretary of the board of directors and vice president in charge of financial work 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: Based on the field of petroleum exploration and development, through continuous innovation around the core technology of perforation, professional strengthening, and extensive extension to relevant manufacturing and service fields, the company realizes the goal of perforation industrialization and internationalization, and becomes the provider of technical solutions in the field of International Petroleum perforation and the leader of technological innovation.
Article 14 business scope of the company: oil and gas technical services; Engineering technical services (except planning management, survey, design and supervision); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of special equipment for oil drilling and production; Sales of special equipment for oil drilling and production; Research and development of mechanical equipment; Sales of mechanical equipment; Mechanical equipment leasing; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Sales of special instruments for geological exploration and earthquake; Environmental protection monitoring; Sales of special chemical products (excluding hazardous chemicals); Sales of petroleum products (excluding hazardous chemicals); Lubricating oil sales; Sales of chemical products (excluding licensed chemical products); Manufacturing of gas and liquid separation and purification equipment; Sales of gas and liquid separation and purification equipment; Manufacturing of greenhouse gas emission control equipment; Sales of greenhouse gas emission control equipment; Import and export agency; Import and export of goods; Technology import and export; International freight forwarder; Retail of computer software, hardware and auxiliary equipment; Non residential real estate leasing; Engage in investment activities with its own funds.
Blasting operation; Sale of civil explosives; Operation of hazardous chemicals; Sales of class II, III, IV and V radioactive sources; Construction project construction; Road transport of dangerous goods; Road cargo transportation (excluding dangerous goods); Gas operation; Gas vehicle filling operation.
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; For the shares subscribed by any unit or individual, the same price shall be paid 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 Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 19 the company is a joint stock limited company established on the basis of the overall change of Xi’an Tong Petrotech Corp(300164) science and Technology Industry Co., Ltd. according to law. The promoters are Zhang Xi, Zhang Tinghan, Jiangyin Xinyuan Investment Co., Ltd., guoshitong Investment Management Co., Ltd., Shanghai bode science and technology development Co., Ltd., Xi’an Zhongyuan Dadi science and Technology Investment Management Co., Ltd., Hainan Tuojiang science and Technology Investment Co., Ltd The promoters of Tianjin Development Zone blueprint technology development Co., Ltd., Ren Yanzhong, Zhang guoeucalyptus, Zhang Zhijian, Li Ning and Liu Tingguo take the net assets corresponding to their contribution to Xi’an Tong Petrotech Corp(300164) Technology Industry Co., Ltd. as the investment company.
Article 20 the total number of shares of the company is 544261399, and the capital structure of the company is: 544261399 ordinary shares, without other types of 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 stipulated by laws, administrative regulations and recognized 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 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) a shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders; (V) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests.
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 stipulated by laws and regulations and recognized by 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 items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors 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 the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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.
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 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 controlling shareholders and actual controllers shall not transfer or entrust others to manage the shares directly or indirectly held by them that have been issued before the company’s public offering of shares, nor shall the company repurchase the shares directly or indirectly held by them that have been issued before the company’s public offering of shares, within three years from the date when the company’s shares are listed and traded on the stock exchange. If the company becomes a shareholder through capital increase through subscription within 6 months before the company’s initial public offering of shares, the above-mentioned new shares transferred shall not exceed 50% of the total new shares held by the company within 2 years from the date of listing and trading of the company’s shares 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.
If the directors, supervisors and senior managers of the company declare their resignation within 6 months from the date of IPO listing, they shall not transfer the shares of the company directly held by them within 18 months from the date of declaration of resignation; At the time of IPO
If a person applies for resignation from the 7th month to the 12th month from the date of resignation, he shall not transfer the shares of the company directly held by him within 12 months from the date of resignation.
If the direct holding of shares of the company by directors, supervisors and senior managers changes due to the distribution of rights and interests of the company, the above provisions shall still be observed.
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 or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as 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 held by their spouses, parents and children and by using the accounts of others
