Tibet Summit Resources Co.Ltd(600338)
TIBET SUMMIT RESOURCES CO.，LTD
constitution
(revised in January 2022)
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 shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposals and notices of the general meeting of shareholders Section V convening of the general meeting of shareholders section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors section I directors section II independent directors section III board of directors Section IV Special Committees of the board of directors Section V Secretary of the board of directors Chapter VI president and other senior managers Chapter VII board of supervisors section I supervision Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit section I financial accounting system section II profit distribution section III Internal Audit Section IV appointment of accounting firm Chapter IX notice and announcement section I notice section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation section I merger, division Capital increase and reduction section 2 dissolution and liquidation Chapter 11 amendment to the articles of Association chapter 12 supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “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.
The company was approved by the Tibet Economic Commission Zheng Fu [1998] No. 361 document of the economic, trade and economic system reform commission of the Tibet Autonomous Region and the Tibet Zhenghan [1998] No. 71 document of the people’s Government of the Tibet Autonomous Region. It was established in the form of initiation, registered with the market supervision and Administration Bureau of the Tibet Autonomous Region, obtained a business license, and unified social credit Code: 915400007109040550.
Article 3 the company issued 50 million ordinary shares in RMB to the public for the first time on December 13, 2000 and was listed on Shanghai Stock Exchange on December 27, 2000 with the approval of Zheng Jian [2000] No. 168 document of China Securities Regulatory Commission. Article 4 registered name of the company:
Full Chinese Name: Tibet Summit Resources Co.Ltd(600338)
Full English Name: Label Summit Resources Co., Ltd
Article 5 company domicile: No. 65, middle Beijing Road, Lhasa, Tibet Autonomous Region
Postal Code: 850000
Article 6 the registered capital of the company is RMB 914 million two hundred and ten thousand one hundred and sixty-eight 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, 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the company’s vice president, Secretary of the board of directors, financial director, chief geologist and chief engineer.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to explore and innovate, be honest and trustworthy, create value for the enterprise, shareholders and employees, and repay the society.
Article 13 the business scope of the company: Exploration of mineral resources, mining, beneficiation, smelting and sales of products; China’s trade and import and export business (except those restricted, prohibited or licensed by the state); R & D, service and transfer of mineral resources technology and information; Investment and management of mineral resources projects. (for projects subject to approval according to law, business activities can be carried out only after approval 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
Article 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation (hereinafter referred to as “Securities Depository and clearing institution”).
Article 18 when the company is established, the promoters are Tibet Summit Resources Co.Ltd(600338) motorcycle industry company, trust and investment company of Tibet Autonomous Region, local and livestock products import and export company of Tibet Autonomous Region, Tibet International Economic and technological cooperation company and Tibet Saiya economic and trade service company. Among the sponsors, Tibet Summit Resources Co.Ltd(600338) Motorcycle Industry Co., Ltd. converted part of its net assets owned and confirmed by evaluation into shares, and other parties subscribed for the company’s shares with monetary funds.
Article 19 the total number of shares of the company is 914210168, all of which are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares 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:
(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 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 specified 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:
(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) a shareholder requests the company to purchase its shares because he disagrees 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.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company’s shares is lower than the net assets per share in the latest period;
(II) the closing price of the company’s shares has decreased by 30% in 20 consecutive trading days;
(III) other conditions stipulated by the CSRC.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 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 paragraph 1 of Article 23, if it falls under 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; 10% of the total issued shares of the company and shall be transferred or cancelled within 3 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 company’s shares 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 held by them within 6 months after purchase, or buy them again within 6 months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless a securities company holds more than 5% of the shares due to the sole agency purchase of the remaining after-sales shares and other circumstances stipulated by the securities regulatory authority under the State Council.
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 paragraph 1, 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 convenes the 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:
(I) obtain dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(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) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) participate in the distribution of the company’s remaining property according to its share of shares in the event of termination or liquidation of the company;
(VII) 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;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder requests 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, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder.
Article 34 Where 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 determine 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 directors and senior managers violate laws, administrative regulations or the articles of association when performing their duties
