Shandong Molong Petroleum Machinery Company Limited(002490) (foreign invested joint stock limited company incorporated in the people’s Republic of China) articles of Association
Approved by the extraordinary general meeting of shareholders on March 20, 2004
Revised by the extraordinary general meeting of shareholders on September 28, 2004 (the first revision)
Revised by the extraordinary general meeting of shareholders on February 14, 2005 (Second Revision)
Revised by the extraordinary general meeting of shareholders on December 5, 2006 (the third revision)
Revised at the annual general meeting of shareholders on May 25, 2007 (Fourth Revision)
Revised at the annual general meeting of shareholders on May 5, 2008 (fifth Revision)
Revised by the extraordinary general meeting of shareholders on January 8, 2009 (sixth revision)
Revised at the annual general meeting of shareholders on May 25, 2012 (seventh Revision)
Revised by the extraordinary general meeting of shareholders on December 21, 2018 (the eighth Revision)
Revised at the annual general meeting of shareholders on June 19, 2020 (the Ninth Revision)
Revised by the extraordinary general meeting of shareholders on March 3, 2021 (10th Revision)
Revised by the annual general meeting of shareholders on May 19, 2002 (the 11th Revision)
(the articles of association are in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the necessary provisions of the articles of association of overseas listed companies (the “necessary provisions”), the letter of opinions on supplementary amendments to the articles of association of companies listed in Hong Kong (zjhh [1995] No. 1), and the opinions on further promoting the standardized operation and deepening reform of overseas listed companies (the “opinions”) The main board listing rules of the stock exchange of Hong Kong Limited (“Hong Kong Listing Rules”), the stock listing rules of Shenzhen Stock Exchange (“Shenzhen Stock Exchange Listing Rules”), the guidelines for the articles of association of listed companies (revised in 2019) and the decision on amending certain provisions on cash dividends of listed companies issued by the CSRC and other currently effective laws, regulations and rules)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares and registered capital Chapter IV capital reduction and share repurchase Chapter V financial assistance for purchasing shares of the company 12 Chapter VI list of shares and shareholders Chapter VII rights and obligations of shareholders Chapter VIII general meeting of shareholders Chapter IX special procedures for voting of class shareholders Chapter X board of directors 37 Chapter XI Secretary of the board of directors of the company Chapter 12 company managers and other senior managers Chapter XIII board of supervisors 47 Chapter 14 Qualifications and obligations of directors, supervisors, general manager, deputy general manager and other senior managers of the company 50 Chapter 15 financial accounting system and profit distribution Chapter 16 appointment of accounting firm Chapter 17 insurance Chapter 18 labor and personnel system Chapter XIX trade union organization Chapter XX merger and division of the company Chapter 21 dissolution and liquidation of the company 65 Chapter 22 amendment procedures of the articles of Association 67 Chapter 23 dispute settlement 68 Chapter 24 notice 69 Chapter 25 Supplementary Provisions sixty-nine
Chapter I General Provisions
Article 1
Shandong Molong Petroleum Machinery Company Limited(002490) (hereinafter referred to as “the company”) is 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, and the article 1 of the State Council on overseas share offering by joint stock limited companies
Special provisions on listing (hereinafter referred to as “special provisions”) and other relevant laws and administrative regulations of the state.
The company has been approved by the economic system reform office of Shandong Province of the people’s Republic of China on
The establishment of Shandong Molong Petroleum Machinery Company Limited(002490) was approved by the official reply, and was launched on December 27, 2001
Established and registered with Shandong Administration for Industry and Commerce on December 30, 2001, and obtained the business license of enterprise legal person,
Unified social credit Code: 91370000734705456p. The promoters of the company are:
Zhang Enrong
ID No.: 37072319400109397x
Address: No. 99, Beihai Road, development zone, Shouguang City, Shandong Province
Lin Fulong
ID card No.: 370723195211184196
Address: dormitory of Molong Industrial Corporation, Shouguang City, Shandong Province
Zhang Yunsan
ID card No.: 370723196201203976
Address: No. 99, Beihai Road, Shouguang City, Shandong Province
Xie Xincang
ID card No.: 610303196202211612
Address: dormitory of Molong Industrial Corporation, Shouguang City, Shandong Province
Liu Yunlong
ID card No.: 370723196905053996
Address: Shuangjingkou village, Shangkou Town, Shouguang City, Shandong Province
Cui Huanyou
ID card No.: 37072319490214397
Address: shaoliuying village, Shangkou Town, Shouguang County, Shandong Province
Liang Yongqiang
ID card No.: 142729196806261519
Address: Xiying village, Liyuan, Kuiwen District, Weifang City, Shandong Province
Shengli Oilfield Kaiyuan Petroleum Development Co., Ltd
Legal representative: Chen Jianxiong
Legal address: No. 113, Huanghe Middle Road, Dongying District, Dongying City, Shandong Province
Alloy material General Factory of Gansu University of Technology
Legal representative: Geng Xiangzhong
Legal address: Article 2, No. 85, langongping, Qilihe district, Lanzhou City, Gansu Province
The registered name of the company is (Chinese): Shandong Molong Petroleum Machinery Company Limited(002490) mandatory clause (English): Article 2 of Shandong Molong Petroleum Machinery Company Limited
Article 3
Address of the company: No. 99, Xingshang Road, Gucheng street, Shouguang City, Shandong Province Telephone No.: 86.5365101565
Fax No.: 86.5365100888
Postal Code: 262700
Article 4 Mandatory Provisions Article 4
The legal representative of the company is the chairman of the company.
Article 5
The company is a permanent joint stock limited company. Mandatory clause 5
According to the company law and the articles of association of the Communist Party of China, the company establishes the organization and working organization of the Communist Party of China. The party organization plays a political core role in the company and ensures the implementation of the principles and policies of the party and the state in the company; The company shall provide necessary conditions for the activities of the party organization, promote the institutionalization and standardization of Party construction, and promote the party organization to carry out activities and play a role around production and operation. Article 6
The articles of association of the company shall come into force from the date when it is adopted by the general meeting of shareholders and approved by the relevant competent authorities of the state, and completely replace the articles of association originally registered with the administrative authority for Industry and commerce. Article 6
Since the effective date of the articles of association, the articles of association has become a legally binding document regulating the organization and behavior of the company and the rights and obligations between the company and shareholders, between shareholders and shareholders. Article 7
The articles of association are binding on the company and its shareholders, directors, supervisors, general manager, deputy general manager and other senior managers; The above-mentioned persons can put forward claims related to the company’s affairs in accordance with the articles of association. Article 7
Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders and the company may sue the directors, supervisors, general manager, deputy general manager and other senior managers of the company in accordance with the articles of association.
The term “Prosecution” as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration.
Other senior managers mentioned in the preceding paragraph of the chapter of listed companies refer to the Secretary of the board of directors and the person in charge of finance of the company. The general manager, the deputy general manager, the tenth manager of the process guidance and other senior managers are collectively referred to as senior managers. One
Article 8
The company may invest in other limited liability companies or joint stock limited companies, and shall be liable for the investment company to the extent of the capital contribution. However, the company shall not become an unlimited liability shareholder of any profit-making organization. Article 8
Article 9
The company is an independent enterprise legal person. All actions of the company must comply with the laws and regulations of China and the place where the foreign shares listed abroad are listed, and the legitimate rights and interests of shareholders should be protected. All the capital of the company is divided into equal shares. The shareholders are liable to the company to the extent of their shares, and the company is liable for its debts to the extent of all its assets.
On the premise of complying with Chinese laws and administrative regulations, the company has the right to financing or borrowing. The company’s financing rights include (but are not limited to) issuing corporate bonds, mortgaging or pledging the ownership or use right of part or all of the company’s assets and other rights permitted by Chinese laws and administrative regulations, and providing different forms of guarantee for the debts of any third party (including but not limited to the company’s subsidiaries or associates) under various circumstances; However, the exercise of the above rights by the company shall not impair or abrogate the rights of any class of shareholders.
Chapter II business purpose and scope
Article 10
The business purpose of the company is to make full use of the excellent mechanism of the joint-stock economic organization form, give full play to the advantages and disadvantages of the promoters, make contributions to the national economic construction and create rich investment returns for all shareholders. Article 9
Article 11
The business scope of the company shall be subject to the items approved by the company registration authority. The main business scope of the company includes: oil well pump, sucker rod, pumping unit, oil well pipe, petroleum machinery, textile machinery and Article 10
Steel rolling processing, manufacturing of special equipment, gear and gear reducer, gearbox manufacturing, manufacturing of special equipment for oil drilling and production, manufacturing of valves and cocks, manufacturing of special equipment for metallurgy, production and sales of mechanical parts processing; Development of petroleum machinery and related products; Commodity information services (excluding intermediaries); Technology promotion services; Energy saving technology promotion services; Technology import and export; Import and export of goods; Testing services; Measurement services. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the validity period shall be subject to the license).
According to the trend of Chinese and international markets, the needs of Chinese business development and the needs of the company’s own development ability and performance, the company can adjust the investment policy, business scope and mode in due time after the resolution of the general meeting of shareholders and the approval of relevant government authorities, and set up branches and offices outside China and Hong Kong, Macao and Taiwan (whether wholly-owned or not).
Chapter III shares and registered capital
Article 12
The company sets up ordinary shares at any time; The company may set up other types of shares as required and with the approval of the company examination and approval department authorized by the State Council. Article 11
Article 13
listed company
