Shanying International Holdings Co.Ltd(600567)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section 3 share transfer five
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 eleven
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 eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VI general manager 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-six
Section I financial accounting system thirty-six
Section II Internal Audit thirty-nine
Section III appointment of accounting firm thirty-nine
Chapter IX notices and announcements forty
Section I notice forty
Section II announcement forty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation forty-two
Chapter XI amendment of the articles of Association 45 Chapter XII Supplementary Provisions forty-five
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 established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was established by MAANSHAN Shanying papermaking Co., Ltd. as a whole after being approved by Anhui Provincial Commission of economic restructuring (wtgh [1999] No. 74) and Anhui Provincial People’s Government (wfgz [1999] No. 26) approval certificate of Anhui Co., Ltd.
The company is registered with Ma’anshan Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91340500150523317h.
Article 3 on November 22, 2001, the company issued 60 million ordinary shares in RMB to the public for the first time with the approval of CSRC Zhengjian FA FA Zi [2001] No. 55 document. The company’s public shares were listed on the Shanghai Stock Exchange on December 18, 2001.
Article 4 registered name of the company: Shanying International Holdings Co.Ltd(600567)
English Name: shanghai.holdings
Article 5 company domicile: No. 3, Qinjian Road, Maanshan City, Anhui Province
Postal Code: 243021
Article 6 the registered capital of the company is 4616175806 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 their shares, 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, 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 Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: give full play to the advantages of the main business, actively promote the development strategy of revitalizing the enterprise through science and technology, strengthen enterprise management, provide satisfactory products to the society and create good economic benefits.
Article 13 with the approval of the company registration authority, the business scope of the company: manufacturing of paper, paperboard and carton, export of the company’s products, import of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts required by the company’s production and scientific research, and recycling of waste paper; Investment and management in manufacturing, resources, high technology, circulation and service fields; Trade agency; Import and export business; Contract all kinds of overseas international bidding projects. (projects that need to be approved according to law can only be operated after being approved 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 by China Securities Depository and Clearing Co., Ltd. Shanghai Branch.
Article 18 when the company was established, the promoters were Ma’anshan Eagle Paper Group Co., Ltd., Ma’anshan light industry state owned Assets Management Co., Ltd., Ma’anshan port authority, Ma’anshan Longda Power Industry Corporation and Ma’anshan science and technology service company, holding 93.465 million shares, 5.025 million shares, 1.005 million shares, 804000 shares and 201 million shares respectively, The promoters shall take the equity corresponding to the equity of Maanshan Shanying Paper Co., Ltd. held by them as the capital contribution of the promoters.
Article 19 the current total share capital of the company is 4616175806 shares, all of which are ordinary shares.
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:
（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.
The issuance of convertible corporate bonds approved by the CSRC shall be carried out in strict accordance with the relevant provisions of the CSRC on the issuance and management of convertible bonds and the relevant provisions on the issuance terms of the company’s convertible bond prospectus. After the convertible bonds enter the stock conversion period, the company shall inquire about the changes of shares from China Securities Depository and Clearing Co., Ltd. Shanghai Branch on a monthly basis, and perform the obligation of information disclosure and the change of share capital in accordance with relevant regulations.
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:
（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） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 on the premise of meeting the provisions of laws, administrative regulations, departmental rules, the Securities Listing Rules of the stock exchange and the articles of association, 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） Other methods approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the securities law and the relevant provisions of the securities regulatory authority in the place where the company’s securities are listed. Where the company purchases its shares due to 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.
Article 25 the company’s acquisition of shares of the company due to items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; The acquisition of shares of the company due to the circumstances specified in items (3), (5) and (VI) of Article 23 of the articles of association shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of 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 (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 3 years; However, if laws, administrative regulations, departmental rules and the Listing Rules of the stock exchange have other provisions on share cancellation, such provisions shall prevail.
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.
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.
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, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 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:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Check
