Xinxing Ductile Iron Pipes Co.Ltd(000778) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer Chapter IV shareholders and general meeting of shareholders four
Section 1 shareholders four
Section II general provisions of the general meeting of shareholders six
Section III convening of the general meeting of shareholders seven
Section IV proposal and notice of the general meeting of shareholders eight
Section V convening of the general meeting of shareholders nine
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors fourteen
Section 1 Directors fourteen
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-two
Section I supervisors twenty-two
Section II board of supervisors Chapter VIII Party Committee twenty-four
Section 1 institutional setting of Party organizations twenty-four
Section II functions and powers of the Party committee of the company twenty-five
Section III functions and powers of the company’s Discipline Inspection Commission Chapter IX Financial Accounting system, profit distribution and audit twenty-six
Section I financial accounting system twenty-six
Section II Internal Audit twenty-eight
Section III appointment of accounting firm twenty-eight
Chapter X notice and announcement twenty-nine
Section I notice twenty-nine
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation twenty-nine
Section 1 merger, division, capital increase and capital reduction twenty-nine
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 32 Chapter XIII Supplementary Provisions thirty-two
Xinxing Ductile Iron Pipes Co.Ltd(000778) articles of Association
(reviewed and approved by the 2021 annual general meeting of shareholders held on May 19, 2022)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Xinxing Ductile Iron Pipes Co.Ltd(000778) (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company, these 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 (hereinafter referred to as the “party constitution”) and other relevant provisions. The articles of association is the highest code of conduct of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by raising funds with the approval of the General Logistics Department of the Chinese people’s Liberation Army [1997] houshengzi No. 86 document; Registered with the Administration for Industry and Commerce of Hebei Province, obtained the business license and unified social credit Code: 91130400104365768g.
Article 3 the company issued 80 million RMB common shares to the public for the first time with the approval of China Securities Regulatory Commission on May 4, 1997. It was listed on Shenzhen Stock Exchange on June 6, 1997.
Article 4 registered name of the company
Chinese Name: Xinxing Ductile Iron Pipes Co.Ltd(000778)
English Name: Xinxing duct Iron Pipes Co., Ltd
Article 5 domicile of the company: North of shangluoyang village, Wu’an city, Hebei Province (2672 plant area);
Postal Code: 056300
Article 6 the registered capital of the company is 3988346576 yuan.
Article 7 a company limited by shares shall survive forever.
Article 8 the chairman of the board of directors 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 constitution of the Communist Party of China, the Xinxing Ductile Iron Pipes Co.Ltd(000778) Committee of the Communist Party of China (hereinafter referred to as “the Party committee of the company”) shall be established, and the Party committee of the company shall play a leading role and ensure the direction, overall situation and Implementation. The company shall establish the working organization of the party, allocate a sufficient number of party affairs staff and ensure the working funds of the party organization.
Article 11 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, 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 12 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, the Secretary of the board of directors, the person in charge of finance, the general legal adviser and the assistant to the general manager.
Chapter II business purpose and scope
Article 13 the business purpose of the company: relying on the iron and steel industry, develop centrifugal nodular cast iron pipes, develop composite pipes and other relevant high-tech products, continuously optimize the industrial structure in combination with capital operation, take the road of science and technology, environmental protection, quality and efficiency, maintain the sustainable and healthy development of the enterprise, and make all shareholders obtain satisfactory return on investment.
Article 14: business scope of the company: new-type gray iron ball casting pipes and composite drainage pipes; Casting and mechanical equipment and related products, coke and its by-products crude benzene, tar, agricultural fertilizer ammonium sulfate, oxygen preparation and the production and sales of by-products argon and nitrogen; Steel smelting and calendering; Sales of by-products and related auxiliary materials in the production process of steel and cast pipe; Technology development, technical services, engineering design and engineering construction contracting related to the above businesses (operating with qualification certificates); Entrusted collection of electricity charges; Import and export of goods and technologies (except for goods and technologies restricted or prohibited by the state); Sales of raw materials (iron ore, iron concentrate powder, sinter, pellet, coke, coke powder, coke particles), alloy materials, steel and coal related to the above business; Road transport of goods. (carry out business activities within the validity period with the scope approved by the road transportation business license). Manufacturing, sales, import and export of metal structural parts and metal products; Steel structure works; R & D, production, sales and installation of stainless steel pipes, pipe fittings and accessories; Sales of valves, bearings, electromechanical equipment, wires, cables, steel pipes, iron castings, steel castings, forgings, building materials, hardware and electrical materials, rubber and plastic products; Sulfur production, sulfuric acid sales, gas filling services and diesel sales.
Internet information services; Technology development, technology promotion, technical consultation and technical services; Intelligent water system development; Engineering design, supply chain management; Software development; Software sales; Instrument sales; Sales of mechanical equipment, building materials and electronic products. (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 kind shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share are 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.
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 initiator of the company is Xinxing Jihua Group Corporation Limited(601718) Co., Ltd.
Article 20 the total number of shares of the company is 3988346576, and all shares issued by the company are 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
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 purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) to 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 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires 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 shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of 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 shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the directors, supervisors and senior managers of the company shall report to the company their shares held in the company and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total shares of the company they hold. They shall not transfer their shares of the company within half a year 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 the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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.
Article 32 when the company holds a 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) receive 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, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial accounting
