Sufa Technology Industry Co.Ltd.Cnnc(000777) approved by the first extraordinary general meeting of shareholders in 2022 held by the company on January 13, 2022 (sealed)
Course
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders fourteen
Section III convening of the general meeting of shareholders seventeen
Section IV proposal and notice of the general meeting of shareholders nineteen
Section V convening of the general meeting of shareholders twenty-one
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of Directors thirty-two
Section 1 Directors thirty-two
Section 2 independent directors thirty-six
Section III board of Directors 42 Chapter VI senior management 48 Chapter VII board of supervisors fifty-one
Section I supervisors fifty-one
Section II board of supervisors Chapter VIII Party organizations fifty-four
Section 1 Party committee of the company fifty-four
Section II Discipline Inspection Commission of the company Chapter IX Financial Accounting system, profit distribution and audit fifty-eight
Section I financial accounting system fifty-eight
Section II Internal Audit sixty-three
Section III appointment of accounting firm Chapter X notices and announcements sixty-four
Section I notice sixty-four
Section 2 Announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation sixty-six
Section 1 merger, division, capital increase and capital reduction sixty-six
Section 2 dissolution and liquidation 67 Chapter XII amendment of the articles of Association 70 Chapter XIII Supplementary Provisions seventy
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), the party constitution of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 The company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law of the people's Republic of China and other relevant provisions.
The company was established by public offering with the approval of the National Commission for economic restructuring (SGS [1997] No. 67) on May 12, 1997; The company is registered in Suzhou administrative examination and approval Bureau, and the unified social credit code of the company's business license is 91320000100026961j.
According to the business scale and organizational needs, the company may set up business divisions and cross regional branches outside the company's headquarters according to the classified scope of product business. To establish a branch, it shall apply for registration with the company registration authority and obtain a business license. A branch does not have the status of a legal person, and its civil liability shall be borne by the company.
Article 3 With the approval of China Securities Regulatory Commission on June 3, 1997, the company issued 30 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on July 10, 1997.
Article 4 Registered name: Sufa Technology Industry Co.Ltd.Cnnc(000777) Sufa Technology Industry Co., Ltd., CNNC
Article 5 Company domicile: No. 178 Anyang Road, Huguan Industrial Park, Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District, Jiangsu Province.
Two other production and operation sites in the same jurisdiction: 501 Zhujiang Road, Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District, Jiangsu Province and 55 Huyang Road, Huguan Industrial Park, Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District, Jiangsu Province.
Two other production and operation sites: No. 7, donghenggang street, Yangchenghu Town, Xiangcheng District, Suzhou City, Jiangsu Province, and No. 1637, Chengyun Road, Xiangcheng Economic Development Zone, Suzhou City, Jiangsu Province. Domicile postal code: 215151
Article 6 The registered capital of the company is 386597593 yuan. Article 7 The company is a perpetual joint stock limited company.
Article 8 The chairman of the company 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 According to the provisions of the party constitution, the company has established the Sufa Technology Industry Co.Ltd.Cnnc(000777) Committee of the Communist Party of China (hereinafter referred to as the "Party committee of the company") and the Sufa Technology Industry Co.Ltd.Cnnc(000777) Discipline Inspection Committee of the Communist Party of China (hereinafter referred to as the "Discipline Committee of the company"), and the Party committee of the company plays a leading role in guiding, managing the overall situation and promoting the implementation. The company shall establish the party's working organization, allocate a sufficient number of party affairs staff and ensure the work funds of the party organization.
Article 11 From the effective date, the articles of association has 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 12 Other senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors, financial principal (chief accountant) and general legal adviser of the company.
Chapter II business purpose and scope
Article 13 The company's business purpose: to meet the needs of the development of socialist market economy, operate in good faith and standardize operation. Rely on scientific and technological progress and implement the famous brand strategy. On the basis of providing users with first-class industrial valve devices, we continue to expand the scope of products and services. Participate in market competition with excellent products and excellent services, realize the sustainable operation and healthy development of the company, and create good economic and social benefits for shareholders and society.
Article 14 Approved by the company registration authority, the business scope of the company is: design, manufacture and sales of industrial valves; Design, manufacture, processing and sales of metal products and motor products; Investment and automobile freight in industries related to the enterprise; Research, development and application of irradiation processing, irradiated products and radioisotopes; Operate the export business of the self-produced products and technologies of the enterprise; Operate the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production and scientific research of the enterprise (except for the commodities and technologies limited by the state and prohibited by the state); Operate the business of incoming material processing and "three supplies and one compensation"; Design, manufacture and sales of pumps and pipelines; Pressure vessel design and sales.
(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 take the form of shares.
Article 16 All shares issued by the company are ordinary shares. 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 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 with China Securities Depository and Clearing Co., Ltd.
Article 19 When the company was established, the total number of ordinary shares approved to be issued was 75 million, of which 45 million shares were issued to the initiator China Nuclear Suzhou Valve Co., Ltd. (formerly known as Suzhou Valve Factory of China Nuclear Industry Corporation), accounting for 60% of the total number of ordinary shares issued when the company was established.
Article 20 The capital structure of the company is: 386597593 ordinary shares, all of which are RMB 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 According to the articles of association, 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 24 The company may purchase shares of the company 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） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or 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.
Article 25 The company may purchase its shares in one of the following ways:
(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 under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases shares of the company due to items (I) and (II) of Article 24, 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 24 of the articles of association, 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 the company's shares in accordance with Article 24, 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), it 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 company's shares may be transferred by other means in accordance with the law except for listing and circulation. The transfer of shares shall not damage the rights and interests of the company and other shareholders. Article 28 The company does not accept the company's shares as the subject matter of the pledge
of
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 initial 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 the company's shares held by them and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company held by them; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company they hold within six months 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 their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 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 33 Shareholders of the company enjoy the following rights:
(I) obtain dividends and other forms of benefit distribution according to the shares they hold;
(Ⅱ)
