Sinochem International Corporation(600500) (holding) Co., Ltd
Articles of Association
catalogue
Chapter I General Provisions one
Chapter II business purpose and scope three
Chapter III shares four
Chapter IV shareholders and general meeting of shareholders Chapter V Party committee Chapter VI board of directors 29 Chapter VII general manager and other senior managers Chapter VIII board of supervisors Chapter IX Financial Accounting system, profit distribution and audit 48 Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation Chapter XII amendment of the articles of Association fifty-seven
Chapter XIII Supplementary Provisions fifty-eight
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").
Approved by the Ministry of foreign trade and economic cooperation of the people's Republic of China (1998) waijingjingzhengshenhan Zi No. 2123 and the economic and Trade Commission of the people's Republic of China (1998) No. 746, the company was established in the form of initiation, and the new industrial and commercial registration number: 31000 Shenzhen Zhenye(Group)Co.Ltd(000006) 6961 was put into use from July 14, 2008. According to the document requirements of the notice on implementing the opinions of the general office of the State Council on accelerating the reform of the "three certificates in one" registration system (Gong Shang Qi Zhu Zi [2015] No. 121) issued by six departments including the State Administration for Industry and commerce, Shanghai has fully implemented the reform of the "three certificates in one" registration system and implemented the "one license and one code" registration mode since October 1, 2015, Sinochem International Corporation(600500) (holding) Co., Ltd. has handled the new business license since February 17, 2016, using the unified social credit Code: 91310 Berry Genomics Co.Ltd(000710) 9235395, and the original industrial and commercial registration number: 31000 Shenzhen Zhenye(Group)Co.Ltd(000006) 6961 is no longer used.
Article 3 the company shall establish Party organizations, carry out party activities, establish party working institutions and allocate party affairs staff in accordance with the articles of association of the Communist Party of China and other provisions. Party organization work funds shall be included in the company's budget and disbursed from the company's management fees. The Party committee of the company plays the role of leadership core and political core, and ensures the direction, overall situation and implementation.
Article 4 with the approval of the China Securities Regulatory Commission on December 10, 1999, the company issued 120 million ordinary shares in RMB to the public for the first time and was listed on the Shanghai Stock Exchange on March 1, 2000.
Article 5 registered name of the company:
Chinese Name: Sinochem International Corporation(600500) (holding) Co., Ltd
Full English Name: Sinochem International Corporation
Article 6 company domicile: Sinochem International Corporation(600500) square, No. 233, Changqing North Road, China (Shanghai) pilot Free Trade Zone, postal code: 200125.
Article 7 the registered capital of the company is 2765166472 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the general manager 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 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 11 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 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 12 The term "other senior managers" as mentioned in the articles of association refers to the executive deputy general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and confirmed by the board of directors of the company
Chapter II business purpose and scope
Article 13 the company's business purpose: adhere to the core of economic benefits and the goal of maximizing shareholders' rights and interests, give full play to the company's advantages in talent, business network, information and goodwill, actively expand the fine chemical industry, and develop the company into a cross regional, cross industry and cross industry with strong competitiveness through the market through asset management and capital operation Large enterprise groups with cross ownership and transnational operation.
Article 14 after being registered according to law, the business scope of the company: self support and agency of import and export business of other commodities and technologies other than export commodities uniformly and jointly operated by the state organization and imported commodities operated by the approved company by the state, processing of imported materials and "three supplies and one compensation" business, counter trade and entrepot trade; Feed, cotton, hemp, native animal products, textiles, clothing, daily necessities, pulp, paper products, hardware and electrical appliances, household appliances, chemicals, chemical materials, mineral products, petroleum products (except refined oil), grease, coal, steel, rubber and rubber products, building materials, ferrous metal materials, machinery, electronic equipment, automobiles (except cars) Sales of motorcycles and spare parts (except those specially stipulated by the state); Rubber crop planting; Warehousing services; Project investment; The wholesale of grain, oil and its products, the operation of agricultural products such as chemical fertilizer, agricultural film and pesticide, as well as consulting services, technical exchange and technological development related to the above business (if the above business scope involves licensed operation, it shall be operated with a license).
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; The shares subscribed by any unit or individual shall be paid the same price 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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the establishment of the company are:
(I) the number of shares subscribed by China National Chemical Import and Export Corporation is 24 million shares. The capital contribution method is asset contribution, and the capital contribution time is December 1998;
(II) China Petroleum & Chemical Corporation(600028) Group Beijing Yanshan Petrochemical Co., Ltd. subscribed 2.53 million shares in cash in December 1998;
(III) China National Cereals, Oils and Foodstuffs Import and export (Group) Co., Ltd. subscribed 2.53 million shares in cash in December1998; (IV) Shanghai Petrochemical Co., Ltd. subscribed 2.53 million shares in cash in December 1998;
(V) Zhejiang Zhongda Group Co., Ltd. subscribed 2.53 million shares in cash in December 1998;
(VI) Petrochina Company Limited(601857) Sales Corporation has subscribed for 2.53 million shares, which is contributed in cash in December 1998.
Article 20 the total number of shares of the company is 2765166472, and the capital structure of the company is 2765166472 ordinary 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 by the following methods: (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 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 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 the 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company's acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; 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 may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution 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 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 3 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 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 the shares of the company held by them within six months after their resignation.
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 within 6 months after they buy them, or buy them again within 6 months after they sell 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.
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 31 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 32 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 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) if the shareholders request to convene or participate in the shareholders' meeting according to law, the proxy shall be appointed to preside over and participate in the meeting;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) after paying reasonable costs to the company, consult the articles of association, register of shareholders, stub of corporate bonds, minutes of shareholders' meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) to the general meeting of shareholders
