Hubei Yihua Chemical Industry Co.Ltd(000422) articles of Association
(according to Hubei Yihua Chemical Industry Co.Ltd(000422) the first extraordinary general meeting of shareholders on January 13, 2022)
Proposal on Amending the articles of association adopted (Revised)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issue of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV party organization Section 1 Establishment of Party Organization Section II Party committee of the company Section III Discipline Inspection Commission of the company Chapter V 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 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 VI board of directors sixteen
Section 1 Directors Section 2 board of Directors Chapter VII general manager and other senior managers Chapter VIII board of supervisors Section 1 supervisors Section 2 board of supervisors Chapter IX Financial Accounting system, profit distribution and audit Section I financial accounting system 24 section II Internal Audit Section III appointment of accounting firm Chapter X notices and announcements 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 XII amendment of the articles of Association 29 Chapter XIII Supplementary Provisions thirty
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, in accordance with the company law of the people’s Republic of China (hereinafter referred to as
The articles of association are formulated in accordance with 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 (hereinafter referred to as “the company”) established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions. common
The company was established by means of public offering with the approval of E-G (1992) No. 42 document of Hubei Provincial Economic Reform Commission; Registered with Hubei Administration for Industry and commerce, obtained a business license and unified social credit Code: 91420000179120378b.
Article 3 on July 20, 1996, the company was approved by the China Securities Regulatory Commission (CSRC) Zheng Jian FA Zi (1996) No. 118 and Zheng Jian FA Zi (1996)
Approved by Document No. 119, the company issued 16.35 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on August 15, 1996.
Article 4 registered name of the company: Hubei Yihua Chemical Industry Co.Ltd(000422)
Hubei Yihua Chemical Industry Co,. LTD
Article 5 the company’s domicile: FeiTing District, Yichang City, postal code: 443007
Article 6 the registered capital of the company is RMB 897866712.
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 to the company to the extent of all its assets
Liability for debts.
Article 10 from the effective date, the articles of association of the company shall become the key to standardize the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders
It is 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 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to make full use of and give full play to its geographical and economic advantages, vigorously develop chemical fertilizers and other chemical products, and face the market,
Optimize the product structure, broaden economic channels, strive to improve the economic benefits of the company, and strive to maximize the investment income of the company’s shareholders within the scope permitted by Chinese laws and regulations.
Article 13 after being registered according to law, the business scope of the company is: fertilizer production, fertilizer sales, production of hazardous chemicals, production of chemical products, sales of chemical products, technical services, technology development, technical consultation, technical exchange, technology transfer, technology promotion, general equipment manufacturing, professional equipment manufacturing, installation services of ordinary mechanical equipment, installation, transformation and repair of special equipment, Electrical installation services, port operation, product oil retail, food additive production, food additive sales, hazardous chemical packaging and container production, power generation, transmission and power supply business, engineering plastics and synthetic resin sales, synthetic material manufacturing (excluding hazardous chemicals), chemical product sales (excluding licensed chemical products), synthetic material sales, Solid waste treatment, hazardous waste management.
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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company was established, the total number of ordinary shares approved to be issued was 49035400, of which Hubei Yichang chemical plant, the initiator, was issued
20881300 shares, accounting for 42.58% of the total number of common shares issued by the company.
Article 19 the total number of shares of the company is 897866712, and the capital structure of the company is: 897866712 ordinary shares, without other types of shares. 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 the shares of the company 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 shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other parties recognized by laws and regulations and the CSRC
Proceed in an orderly manner.
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 under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 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 shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to 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 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. Shares issued before the company publicly issues shares
Shares shall not be transferred within 1 year from the date of listing and trading of the company’s shares 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 within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. 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 Party Organizations
Section 1 Establishment of Party Organizations
Article 30 the company establishes the Hubei Yihua Chemical Industry Co.Ltd(000422) Committee of the Communist Party of China (hereinafter referred to as “the Party committee of the company”) in accordance with the provisions of the party constitution
And the Hubei Yihua Chemical Industry Co.Ltd(000422) Discipline Inspection Commission of the Communist Party of China (hereinafter referred to as the “company discipline inspection commission”) to establish Party organizations at all levels. Article 31 the Party committee of the company shall have one party secretary and several deputy secretaries and Party committee members. In principle, a deputy party secretary dedicated to Party construction shall be set up. Each term of office is 3 years and is elected or appointed in accordance with the party constitution and other relevant provisions. The Discipline Inspection Commission of the company has one secretary and several deputy secretaries and members. Article 32 the Party committee of the company shall set up Party committee offices and other party working organizations, as well as trade unions, the Communist Youth League and other mass organizations; The Discipline Inspection Commission of the company has a discipline inspection and supervision department.
Article 33 the main form of discussion of the company’s Party committee is to convene the Party committee, which is presided over by the Secretary of the Party committee.
Section II Party committee of the company
Article 34 the main functions and powers of the Party committee of the company:
(I) ensure and supervise the implementation of the party’s and state’s guidelines and policies in the company, ensure the correct direction of enterprise reform and development, and promote enterprises to actively assume economic, political and social responsibilities;
(II) strengthen the self construction of the Party committee, strengthen the construction of organization and system, and give play to the leading core and political core role of the party organization;
(III) fulfill the main responsibility of building a clean and honest government, lead and promote the building of a clean and honest government and anti-corruption, establish and improve the supervision mechanism of power operation, strengthen the supervision of enterprise leaders, and build a clean and honest enterprise;
(IV) strengthen the building of grass-roots party organizations and the ranks of Party members, strengthen their political and service functions, and give better play to the fighting fortress role of grass-roots party organizations and the vanguard and exemplary role of Party members;
(V) to lead the ideological and political work of enterprises and mass organizations such as trade unions and the Communist Youth League, and support the work of the workers’ Congress;
(VI) implement the principle of the party’s management of cadres and talents, and establish and improve China’s special
