Yunnan Aluminium Co.Ltd(000807)
constitution
(reviewed and approved by the first extraordinary general meeting of shareholders in 2022)
January 12, 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 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 proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions at the general meeting of shareholders Chapter V Party organizations and working institutions Chapter VI board of directors
Section 1 directors
Section II board of directors
Section III special committees of the board of directors Chapter VII president and other senior managers Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms Chapter X notice and announcement
Section I notice
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation Chapter 12 amendment of the articles of Association chapter 13 supplementary provisions
general provisions
Article 1 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), the articles of association of the Communist Party of China and other relevant provisions in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company was established by raising funds with the approval of yzf (1997) No. 87 document of the people’s Government of Yunnan Province; Registered with Yunnan Administration for Industry and Commerce and obtained a business license with a unified social credit code of 9153000021658149xb.
Article 3 on December 4, 1997, with the approval of the CSRC, the company issued 80000000 RMB ordinary shares to the public for the first time, of which 72000000 social public shares were listed on the Shenzhen Stock Exchange on April 8, 1998 and 8000000 employee shares were listed on the Shenzhen Stock Exchange on October 12, 1998.
With the approval of China Securities Regulatory Commission, the company publicly issued 54000000 RMB ordinary shares to the public on March 26, 2002, and was listed on Shenzhen Stock Exchange on April 11, 2002.
On January 8, 2008, with the approval of China Securities Regulatory Commission, the company publicly issued 42525598 additional RMB ordinary shares to the public, and was listed on Shenzhen Stock Exchange on January 31, 2008.
With the approval of China Securities Regulatory Commission on August 7, 2009, the company issued 130434782 additional RMB ordinary shares to specific objects, and was listed on Shenzhen Stock Exchange on September 15, 2009.
With the approval of China Securities Regulatory Commission on April 24, 2015, the company issued 359438661 additional RMB ordinary shares to specific objects and was listed on Shenzhen Stock Exchange on June 10, 2015.
With the approval of China Securities Regulatory Commission on September 8, 2016, the company issued 708227152 additional RMB ordinary shares to specific objects and was listed on Shenzhen Stock Exchange on November 21, 2016.
With the approval of China Securities Regulatory Commission on October 9, 2019, the company issued 521367759 additional RMB ordinary shares to specific objects and was listed on Shenzhen Stock Exchange on January 6, 2020.
On September 18, 2021, the company issued additional RMB common shares to specific objects with the approval of China Securities Regulatory Commission
339750849 shares were listed on Shenzhen Stock Exchange on December 28, 2021.
Article 4 registered name of the company: Yunnan Aluminium Co.Ltd(000807)
YUNNAN ALUMINIUM CO.,LTD.
Article 5 company domicile: Qidian street, Chenggong District, Kunming City, postal code: 650502.
Article 6 the registered capital of the company is RMB 3467957405.
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 Secretary of the Party committee, senior vice president, vice president, deputy secretary of the Party committee, chief engineer, chief economist, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: establish a modern enterprise system with separation of power, decision-making, execution and supervision, independently organize production and operation according to market demand, strive to improve economic benefits, ensure the preservation and appreciation of the company’s assets, and strive to make shareholders obtain satisfactory investment return.
Article 13 after being registered according to law, the business scope of the company: the processing and sales of aluminum ingots and aluminum processing products for remelting, carbon and carbon products, and alumina; Wholesale, retail, purchasing and selling of building materials, decoration materials, metal materials, furniture, general machinery, auto parts, hardware and electricity, chemical products (excluding management products), ceramic products, mineral products and daily necessities; Ammonium sulfate fertilizer production; Motorcycle accessories, chemical raw materials, aluminum doors and windows production and installation, interior decoration engineering construction; Import and export of goods, general freight, logistics services (excluding flammable, explosive and dangerous chemicals), logistics scheme design and planning; Warehousing, packaging, handling and loading of goods; Overseas futures hedging business (operated with license); Professional contracting of steel structure engineering; Professional contracting of furnace engineering.
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 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is exclusively sponsored by Yunnan Metallurgical Group Corporation. The promoters invest most of the production and operation assets of Yunnan Aluminum Plant, their wholly-owned enterprise, into the company, and the number of shares subscribed is 230000000 shares. After the company issued 54 million additional shares in 2002, the total share capital of the company increased to 364000000 shares, and Yunnan Metallurgical Group Corporation held a total of 230000000 shares.
In 2003, after the company implemented the conversion of capital reserve into share capital (5 shares for every 10 shares), the share capital of the company increased to 546000000 shares, and Yunnan Metallurgical Group Corporation held 345000000 shares in total.
After the split share structure reform of the company in May 2006 (for every 10 tradable shares held by tradable shareholders, 3.2 consideration shares were paid by non tradable shareholders), Yunnan Metallurgical Group Corporation held a total of 280680000 shares.
In 2006, after the company implemented the conversion of capital reserve into share capital (6 shares for every 10 shares), the share capital of the company increased to 873600000 shares, and Yunnan Metallurgical Group Corporation held 449088000 shares.
After 42525598 additional shares were issued in January 2008, the total share capital increased to 916125598 shares, and Yunnan Metallurgical Group Corporation held 449088000 shares.
In 2007, after the company implemented the conversion of capital reserve into share capital (1.5 shares for every 10 shares), the share capital of the company increased to 1053544437 shares, and Yunnan Metallurgical Group Corporation held 516451200 shares in total.
Yunnan Metallurgical Group Corporation, the controlling shareholder of the company, has been restructured in December 2008 and renamed Yunnan Metallurgical Group Co., Ltd.
After issuing 130434782 additional shares in 2009, the total share capital increased to 1183979219 shares, and Yunnan Metallurgical Group Co., Ltd. held 581668591 shares.
In 2010, after the company implemented the conversion of capital reserve into share capital (3 shares for every 10 shares), the share capital of the company increased to 1539172984 shares, and Yunnan Metallurgical Group Co., Ltd. held 756169168 shares.
In 2015, after the company issued 359438661 additional shares, the total share capital increased to 1898611645 shares. Yunnan Metallurgical Group Co., Ltd. holds 932761382 shares.
In 2016, after the company issued 708227152 additional shares, the total share capital increased to 2606838797 shares. Yunnan Metallurgical Group Co., Ltd. holds 1109818170 shares.
In 2019, after the company issued 521367759 additional shares, the total share capital increased to 3128206556 shares. Yunnan Metallurgical Group Co., Ltd. holds 1109818170 shares.
After issuing 339750849 additional shares in 2021, the total share capital of the company increased to 3467957405 shares. Yunnan Metallurgical Group Co., Ltd. holds 1109818170 shares.
Article 19 the total number of shares of the company is 3467957405. The capital structure of the company is: 3467957405 ordinary shares and 0 shares of other types.
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) 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 does not engage in the trading of shares of the company.
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. If 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 resolved at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association.
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; 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 III shares
