Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) articles of Association
Chapter I General principles
The articles of association of the people’s Republic of China (hereinafter referred to as “the articles of association of the people’s Republic of China”) and the “articles of association of the people’s Republic of China” (hereinafter referred to as “the articles of association of the people’s Republic of China”) are formulated in accordance with the provisions of the company law and the “articles of association of the people’s Republic of China” (hereinafter referred to as “the articles of association of the people’s Republic of China, hereinafter referred to as” the articles of association of the people’s Republic of China “) and the” Regulations on safeguarding the legitimate rights and interests of creditors “(hereinafter referred to as” the articles of Association.
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 in the form of sponsorship with the approval of the reply on Approving the establishment of Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) No. 202 (2001) of Shanxi Provincial People’s government; The company was registered with Shanxi Administration for Industry and Commerce and obtained a business license with a unified social credit code of 91140 Beijing Yanjing Brewery Co.Ltd(000729) 66771h.
Article 3 on August 23, 2006, with the approval of the notice on approving Shanxi Lu’An Environmental Energydev.Co.Ltd(601699) initial public offering (zjfz [2006] No. 66) of the China Securities Regulatory Commission, the company issued 180 million ordinary shares in RMB to the public for the first time, and was listed on Shanghai Stock Exchange on September 22, 2006.
Article 4 registered name of the company:
Chinese Name: Shanxi Lu’An Environmental Energydev.Co.Ltd(601699)
English Name: Shanxi Lu’an environmental energy dev Co. ,Ltd
Article 5 domicile of the company: No. 65, Chengbei East Street, high tech Development Zone, Changzhi City
Postal Code: 046011
Article 6 the registered capital of the company is RMB 299140920000 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, 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 the company’s business purpose: to comply with national laws, regulations and policies, rely on the market and achieve the best combination of production factors for the purpose of efficiency. Continuously improve operation and management, improve economic benefits, establish a scientific and standardized modern enterprise system, actively and effectively participate in market competition, seek legitimate rights and interests for all shareholders and contribute to national economic construction.
Article 13 after being registered according to law, the business scope of the company:
Raw coal mining (only branches). Coal washing; Coal coke smelting; Development and utilization of clean coal technology; Coalbed methane development; Manufacture of coal gangue brick; Comprehensive utilization of coal; Exploration engineering construction (drilling); Solid mineral exploration, gas mineral exploration and geophysical exploration; Geological drilling; Hydrogeology, engineering geology and environmental geology survey; Sales of machinery and equipment; Machinery and equipment leasing; Accommodation, catering, conference and tourism services (only branches); General cargo transportation; Other modern service industries; Gas drainage and comprehensive utilization.
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 shares issued by the company are all shares with par value, with par value of RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the total number of shares of the company is 299140920000 shares, all of which are ordinary shares in RMB.
Article 19 the promoters of the company are:
Shanxi Lu’an Mining (Group) Co., Ltd., Zhengzhou Railway Bureau, Shanghai Baosteel International Economic and Trade Co., Ltd., Tianji Coal Chemical Group Co., Ltd. Rizhao Port Co.Ltd(600017) (Group) Co., Ltd. and Shanxi Lu’an Engineering Co., Ltd. when the company was established in July 2001, the promoters subscribed for 420.19 million shares, 13 million shares, 6.5 million shares, 6.5 million shares, 6.5 million shares and 6.5 million shares respectively. Among them, Shanxi Lu’an Mining (Group) contributes in the form of coal production and operation assets evaluation, and others contribute in the form of monetary funds.
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） The approval methods stipulated by the CSRC and other laws and administrative regulations. Article 22 the company may reduce its registered capital. To reduce its registered capital, a company must prepare a balance sheet and an inventory of assets, and shall notify its creditors within 10 days from the date of making the resolution, and make an announcement in a newspaper within 30 days.
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） 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;
（5） Use the shares to convert the corporate bonds issued by the company into shares; （6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) 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 the circumstances specified in items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 23 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 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 legally 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, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the CSRC.
The company’s shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include the company’s shares or other equity securities held by their spouses, parents and children and held in other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 interests 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.
Chapter IV shareholders and general meeting of shareholders
Section I 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.
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 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） The shares and other forms of dividends obtained in accordance with their shares;
（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） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 35 If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties and causes losses to the company, the shareholders mentioned above may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
If another person infringes upon the legitimate rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people’s court in accordance with the provisions of the first two paragraphs.
Article 36 directors and senior managers violate laws, administrative regulations or the articles of association and damage the interests of shareholders
