Jiangxi Selon Industrial Co.Ltd(002748)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II purpose and business scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI resolutions and voting of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section 2 independent directors twenty-five
Section III board of Directors twenty-nine
Section IV Secretary of the board of Directors thirty-four
Section V Special Committee of the board of Directors thirty-five
Chapter VI general manager and other senior managers 36 Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors thirty-nine
Chapter VIII Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section II Internal Audit forty-two
Section III appointment of accounting firm forty-two
Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement forty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-seven
Jiangxi Selon Industrial Co.Ltd(002748) articles of Association
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 changed from the original limited liability company into a joint stock limited company (hereinafter referred to as “the company”) in accordance with the company law and other relevant provisions. The original shareholder of the company is a limited liability company. The company was established by means of sponsorship, registered with Jingdezhen market supervision and Administration Bureau and obtained a business license. The unified social credit code is 913602007567501195, and the company type is other joint stock limited companies (listed).
Article 3 the company issued 30 million RMB common shares to the public for the first time on March 11, 2015 and was listed on Shenzhen Stock Exchange (hereinafter referred to as “the exchange”) on March 19, 2015 with the approval of CSRC zjxk [2015] No. 321 document.
Article 4 company name: Jiangxi Selon Industrial Co.Ltd(002748) .
English Name: Jiangxi Selon Industrial Co., Ltd.
Article 5 The domicile of the company is Leping Industrial Park (Shilong science and Technology Park), Jingdezhen City, Jiangxi Province. The production address of the company is Leping Industrial Park, Jingdezhen City, Jiangxi Province, zip code: 333300.
Article 6 the registered capital of the company is RMB 24 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager of the company is the legal representative of the company.
Article 9 all assets of the company are divided into equal shares. The shareholders of the company shall be liable to the company to the extent of their subscribed shares, and the company shall be liable for the debts of the company with 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue the company, shareholders can sue directors, supervisors, general manager and other senior managers of the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief engineer, chief financial officer and Secretary of the board of directors of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II purpose and business scope
Article 13 the business purpose of the company is to take the road of innovation, rely on intelligent development, strive for perfection and better, and constantly provide customers with technologically advanced and reliable products and perfect services.
Article 14 the business scope of the company is: caustic soda, hydrochloric acid, liquid chlorine, hydrogen, sulfuric acid, AC foaming agent (Azodicarbonamide), sodium hypochlorite solution, hydrazine hydrate solution, sulfoxide chloride, liquid ammonia, ammonia, liquid sulfur dioxide, methyl 4-chlorobutyrate, chloroethylene glycol monopropyl ether, hydrogen peroxide (hydrogen peroxide), 2,2-dihydroxymethylpropionic acid Production and sales of 2,2-dihydroxymethylbutyric acid and by-products of the above products (excluding hazardous chemicals) (operated with safety production license, valid until January 18, 2024); Production and sales of liquid disinfectants (excluding hazardous chemicals); Technology development, technology transfer and technical services of chemical products; Sales of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and packaging products of the above products; Export of self-produced chemical products of the enterprise; The export of raw materials, mechanical equipment, instruments and meters and spare parts required by the enterprise for production and scientific research (operated by the filing registration form of foreign trade operators); Special equipment inspection and testing services; Mobile pressure vessel filling service. (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 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, with RMB 1 per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the total number of ordinary shares issued at the time of establishment of the company is 75 million, which shall be fully subscribed by all shareholders of the original limited liability company as promoters, accounting for 100% of the total number of ordinary shares that can be issued by the company. The name of shareholders, the number of shares subscribed and the mode of capital contribution are as follows:
Sequence of shares subscribed by each promoter the shareholding ratio of each promoter in the company with the name of the promoter of the stock company and the number of shares (10000 shares) (%)
1 Jiangxi electrochemical High Tech Co., Ltd. 894 11.92
2 Jiangxi Dalong Industrial Co., Ltd. 383175 51.09
3 Shanghai New World Co.Ltd(600628) Fine Chemical Investment Co., Ltd. 217425 28.99
4 Shenzhen Zhiyuan Investment Management Co., Ltd. 600 8
Total 7500100
Each promoter converted the owner’s equity corresponding to the equity of the former Jiangxi electrochemical Fine Chemical Co., Ltd. into its shares in the company, and completed the capital contribution with net assets on March 4, 2008. Article 20 the total number of shares of the company is 24 million, all of which are RMB common shares (A 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 competent securities authority under the State Council.
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 repurchase shares in one of the following ways:
(I) centralized bidding trading mode of stock exchange;
(II) issue repurchase offers to all shareholders in the same proportion;
(III) other circumstances stipulated by laws, administrative regulations and approved by the competent securities department under the State Council.
Article 25 the company shall not purchase its own shares. However, except under any of 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 due to their objection to 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.
If the company purchases its own shares for the reasons in items (I) to (II) of the preceding paragraph, it 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 (III), (V) and (VI) of the preceding paragraph, it may adopt a resolution 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 or the authorization of the general meeting of shareholders.
After the company purchases its own shares in accordance with the provisions of the preceding paragraph, if it falls under the circumstances of 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 six 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 three years.
Those who purchase shares of the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of this article, it shall do so through public centralized trading.
Section 3 share transfer
Article 26 the shares held by shareholders 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 one year from the date of establishment of the company. The shares issued before the company’s public offering 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. Anyone who intends to buy or sell shares of the company during his term of office shall report to Shenzhen stock exchange for filing in advance in accordance with relevant regulations.
Article 29 after the listing of shares is terminated, the shares of the company shall be transferred into the national share transfer system for small and medium-sized enterprises.
Article 30 if the directors, supervisors, senior managers and shareholders holding more than 5% of the voting shares of the company sell the company’s shares or other equity securities held by them within 6 months from the date of purchase, or buy them again within 6 months from the date of sale, the proceeds obtained therefrom shall belong to the company, and the board of directors shall recover the proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
Directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph
