Ningxia Building Materials Group Co.Ltd(600449)
constitution
(reviewed and approved by the 2021 annual general meeting of shareholders held on April 13, 2022)
April, 2002
Ningxia, China
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV Party committee Chapter V shareholders and general meeting of shareholders section I shareholders section II general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI shareholders Voting and resolutions of the general meeting Chapter VI board of directors section I directors section II independent directors section III board of directors Section IV Secretary of the board of directors Chapter VII president and other senior managers Chapter VIII board of supervisors section I supervisors section II board of supervisors section III resolutions of the board of supervisors Chapter IX finance Accounting and Auditing Section 1 financial accounting system section 2 Internal Audit Section 3 appointment of accounting firm Chapter 10 notice and announcement section 1 notice section 2 announcement Chapter 11 merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter 12 amendment to the articles of Association chapter 13 supplementary provisions
Articles of Association
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 Ningxia Building Materials Group Co.Ltd(600449) is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company was established in the form of initiation with the approval of Ning Ti Gai Fa [1998] No. 66 document of the Economic Reform Commission of Ningxia Hui Autonomous Region; Registered with the Administration for Industry and Commerce of Ningxia Hui Autonomous Region and obtained a business license.
Article 3 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 and ensure the direction, overall situation and 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.
Article 4 with the approval of the China Securities Regulatory Commission, the company issued 48 million RMB common shares to the public for the first time on August 14, 2003, and was successfully listed on the Shanghai Stock Exchange on August 29, 2003; On May 8, 2008, 50917874 ordinary shares in RMB were issued to the public and successfully listed on Shanghai Stock Exchange on May 23, 2008.
Approved by China Securities Regulatory Commission on November 9, 2011, the company absorbed and merged Ningxia Building Materials Group Co.Ltd(600449) Group Co., Ltd. with 113775543 new shares.
Article 5 registered name of the company:
Ningxia Building Materials Group Co.Ltd(600449)
NINGXIA BUILDING MATERIALS GROUP Co.,Ltd
Article 6 company domicile: 2km away from xinxiaoxian, Xixia District, Yinchuan City, Ningxia Hui Autonomous Region
Postal Code: 750021.
Article 7 the registered capital of the company is 478181042 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 11 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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, President and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, President and other senior managers of the company in accordance with the articles of association. Article 12 other senior managers mentioned in the articles of association refer to the Secretary of the board of directors, vice president, chief financial officer, chief engineer and chief legal adviser of the company.
Chapter II business purpose and scope
Article 13 business purpose of the company:
Adopt modern enterprise management system and advanced operation and management methods to explore and develop, protect the legitimate rights and interests of all shareholders, obtain satisfactory economic benefits and maximize the interests of shareholders.
Article 14 with the approval of the company registration authority, the business scope of the company:
Research and development, production, sales, technical services and management services of cement, cement products, cement clinker, commercial concrete and related products; The import and export business of building materials products and related technologies (except for the goods restricted by the state and prohibited from import and export); Production and sales of fly ash, slag and concrete aggregate; Operate the mining, processing and sales of industrial waste residue, limestone, sandstone, silica sand and gypsum used in the production of limestone, cement and concrete; Manufacturing, installation and maintenance of cement and commercial concrete equipment; House leasing, property management, equipment leasing, lease of self owned land use right, consultation and services related to operation; Dispatch labor personnel required for the implementation of services. The following business scope shall be operated within the period specified in the license: cement limestone mining.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 all shares issued by the company are ordinary shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares of the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Article 20 when the company is established, it issues 75 million ordinary shares to the promoters, including:
Ningxia horse racing cement (Group) Co., Ltd. subscribed 69.75 million shares;
Ningxia Hui Autonomous Region Water Conservancy pipe factory subscribed 2250000 shares;
Ningxia Xincai Real Estate Development Co., Ltd. subscribes 1.5 million shares;
China State Construction Engineering Corporation Limited(601668) materials northwest company subscribes 750000 shares;
Ningxia Ninghe National Chemical Co., Ltd. subscribed 750000 shares.
Article 21 the total share capital of the company is RMB ordinary shares.
Article 22 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 23 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) issue shares to the public;
(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 competent securities authority under the State Council.
Article 24 according to the provisions of the articles of association, 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 25 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) 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 26 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 laws, administrative regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 the company’s acquisition of shares of the company due to the provisions of items (I) and (II) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the provisions of items (III), (V) and (VI), 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 25, 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 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..
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 directors, supervisors and senior managers of the company shall report the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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.
Article 31 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 held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, 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 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 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 Party committee
Article 32 the company shall establish a party committee. The Party committee has one secretary and several other party committee members. In principle, the chairman and the Secretary of the Party committee shall be held by one person, and a full-time Deputy Secretary shall be established to focus on the party construction of the enterprise. Qualified party committee members can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members in the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures. At the same time, a commission for Discipline Inspection shall be established as required.
Article 33 The Party committee of the company shall discuss and decide major matters of the company in accordance with regulations. The main responsibilities are:
(I) strengthen the political construction of the company’s party, adhere to and implement the fundamental system, basic system and important system of socialism with Chinese characteristics, educate and guide all Party members to always maintain a high degree of consistency with the Party Central Committee with Xi Jinping Comrade as the core in political position, political direction, political principle and political path;
(II) deeply study and implement Xi Jinping the thought of socialism with Chinese characteristics in the new era, study and publicize the party’s theory, implement the party’s line, principles and policies, and supervise and ensure the implementation of major decisions and arrangements of the Party Central Committee and resolutions of superior party organizations in the company;
(III) study and discuss major business and management matters of the company, and support the general meeting of shareholders, the board of directors, the board of supervisors and the management to exercise their functions and powers according to law;
(IV) strengthen the leadership and control over the selection and employment of the company, and pay close attention to the construction of the company’s leading group, cadre team and talent team;
(V) fulfill the main responsibility of the company for the construction of Party style and clean government, lead and support the internal discipline inspection organization to perform the responsibilities of supervision, discipline enforcement and accountability, strictly enforce political discipline and political rules, and promote the extension of strict party governance to the grass-roots level;
(VI) strengthen the construction of grass-roots party organizations and Party members, unite and lead the staff and workers to actively participate in the reform and development of the company; (VII) lead the company’s ideological and political work, spiritual civilization construction and united front work, and lead the company’s labor union, Communist Youth League, women’s organizations and other groups
