Shanxi Huayang New Materialco.Ltd(600281) articles of Association
(revised in April 2022)
catalogue
Chapter I General Provisions- 1 – Chapter II business purpose and scope- 2 –
Chapter III shares- 3 –
Section 1 share issuance- 3 –
Section II increase, decrease and repurchase of shares- 4 –
Section III share transfer- 5 –
Chapter IV shareholders and general meeting of shareholders- 6 –
Section 1 shareholders- 6 –
Section II general provisions of the general meeting of shareholders- 9 –
Section III convening of the general meeting of shareholders- 13 –
Section IV proposal and notice of the general meeting of shareholders- 14 –
Section V convening of the general meeting of shareholders- 16 –
Section VI voting and resolutions of the general meeting of shareholders- 19 –
Chapter V Party organizations- 24 – Chapter VI board of Directors- 27 –
Section 1 Directors- 27 –
Section II board of Directors- 30 –
Chapter VII managers and other senior managers- 35 – Chapter VIII board of supervisors- 37 –
Section I supervisors- 37 –
Section II board of supervisors- 38 –
Chapter IX Financial Accounting system, profit distribution and audit- 40 –
Section I financial accounting system- 40 –
Section II Internal Audit- 44 –
Section III appointment of accounting firm- 44 –
Chapter X notice and announcement- 45 –
Section I notice- 45 –
Section II announcement- 46 –
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation- 46 –
Section 1 merger, division, capital increase and capital reduction- 46 –
Section 2 dissolution and liquidation- 47 –
Chapter XII amendment of the articles of Association- 49 – Chapter XIII Supplementary Provisions- 50 –
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanxi Huayang New Materialco.Ltd(600281) (hereinafter referred to as “the company” or “the company”), shareholders and creditors and standardize the organization and behavior of the company, 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”), the law of the people’s Republic of China on state owned assets of enterprises The articles of association are formulated in accordance with the Interim Regulations on the supervision and administration of state owned assets of enterprises, the guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises, the opinions of the general office of the CPC Central Committee on adhering to the party’s leadership and strengthening Party building in deepening the reform of state-owned enterprises, the guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 the company adheres to the leadership of the Communist Party of China. According to the company law and the articles of association of the Communist Party of China, the company establishes a committee of the Communist Party of China (hereinafter referred to as the party organization of the company) and a Discipline Inspection Committee (hereinafter referred to as the Discipline Inspection Committee of the company) to carry out party activities. The party organization is an organic part of the corporate governance structure of the company. It plays a leading and political core role in the company and works around the direction, managing the overall situation and ensuring implementation. The company establishes the working organization of the party and is equipped with party affairs staff. The party organization structure and staffing are included in the company’s management organization and staffing. The party organization work funds are included in the company’s financial budget and paid from the front row of the company’s management expenses tax.
Article 3 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company was established by way of sponsorship with the approval of Shanxi Provincial People’s Government Jin Zheng Han [1999] No. 11 document; It was registered in Shanxi Administration for Industry and Commerce on February 26, 1999 and obtained a business license. The unified social credit code of the company is 91140 Hefei Fengle Seed Co.Ltd(000713) 6720695.
Article 4 with the approval of China Securities Regulatory Commission on September 20, 2000, the company issued 105 million ordinary shares in RMB to the public for the first time, and was listed on Shanghai Stock Exchange on November 9, 2000.
Article 5 registered name of the company: Shanxi Huayang New Materialco.Ltd(600281)
English Name: Shan Xi Hua Yang new materials Co., Ltd
Article 6 company domicile: No. 87, Zhengyang Street, science and technology innovation city, Shanxi transformation and comprehensive reform demonstration zone, postal code: 030020.
Article 7 the registered capital of the company is 514402 million 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 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 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 12 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to make full use of the advantages of the region and the company, adopt high and new technology, realize scientific management, produce first-class products, actively participate in market competition at home and abroad, improve economic benefits and make all shareholders obtain satisfactory economic returns.
Article 14 after registration according to law, the business scope of the company: manufacturing of synthetic materials (excluding hazardous chemicals); Sales of synthetic materials; Manufacturing of new membrane materials; Sales of new membrane materials; Manufacturing of engineering plastics and synthetic resins; Sales of engineering plastics and synthetic resin; Research and development of bio based materials technology; Manufacturing of bio based materials; Sales of bio based materials; Plastic products manufacturing; Sales of plastic products; Manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals); Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding hazardous chemicals); Sewage treatment and recycling; Housing lease; Non residential real estate leasing; Land use right lease; Garment manufacturing; Repair of metal products; General equipment repair; Precious metal smelting; Sales of new catalytic materials and additives; Contract energy management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business 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 company are: Taiyuan Chemical Industry Group Co., Ltd., Shanxi Yongxing Chemical Co., Ltd., Taiyuan shuangkai Chemical Co., Ltd., Taiyuan meinengjia Chemical Co., Ltd. and Shanxi Taiyuan Zhongdu material Trade Co., Ltd. Taiyuan Chemical Industry Group Co., Ltd. subscribed 248376 million shares with its net assets confirmed after evaluation, Shanxi Yongxing Chemical Co., Ltd. subscribed 3252900 shares with cash contribution, Taiyuan shuangkai Chemical Co., Ltd. subscribed 975900 shares with cash contribution, Taiyuan meinengjia Chemical Co., Ltd. subscribed 325300 shares with cash contribution, and Shanxi Taiyuan Zhongdu material Trade Co., Ltd. subscribed 975900 shares with cash contribution. The contribution date is February 23, 1999.
Article 20 the total number of shares of the company is 514402025, and the capital structure of the company is: 514402025 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 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 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 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 shall not acquire the shares of the company.
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 approved 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 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; 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, if it belongs to the situation in 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 (including preferred shares) of the company they hold and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same type 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 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, 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 shares held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include shares held by their spouses, parents and children and by using the accounts of others.
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 of this article, the responsible directors shall bear joint and several liabilities according to law
