Stock abbreviation: Offshore Oil Engineering Co.Ltd(600583) Stock Code: Offshore Oil Engineering Co.Ltd(600583)
constitution
Revised with the approval of the company’s 2021 annual general meeting of shareholders
May 20, 2002
On April 18, 2000, the inaugural meeting and the first general meeting of shareholders deliberated and adopted and implemented the amendment approved by the 2001 annual general meeting of shareholders of the company on April 19, 2002. On September 24, 2002, the amendment was approved by the first extraordinary general meeting of shareholders of the company in 2002. On September 23, 2003, the amendment was approved by the first extraordinary general meeting of shareholders of the company in 2003. On April 19, 2004, the amendment was approved by the company in 2003 On October 11, 2004, the company’s third extraordinary general meeting in 2004 approved the amendment on April 18, 2005, the company’s 2004 annual general meeting approved the amendment on December 25, 2006, the company’s first extraordinary general meeting in 2006 approved the amendment on April 10, 2007, and the company’s 2006 annual general meeting approved the amendment on August 27, 2007 The amendment was approved at the first extraordinary general meeting of the company in 2007. The amendment was approved at the 2007 annual general meeting of the company on March 31, 2008. The amendment was approved at the 2008 annual general meeting of the company on May 11, 2009. The amendment was approved at the second extraordinary general meeting of the company in 2009 on December 31, 2009. The amendment was approved at the 2009 annual general meeting of the company on April 20, 2010 On August 16, 2010, the second extraordinary general meeting of the company in 2010 approved the amendment on December 2, 2010, the fourth extraordinary general meeting of the company in 2010 approved the amendment on August 8, 2011, the first extraordinary general meeting of the company in 2011 approved the amendment on November 15, 2011, and the second extraordinary general meeting of the company in 2011 approved the amendment on March 11, 2013 The first extraordinary general meeting of shareholders in three years approved the amendment on September 16, 2014 the second extraordinary general meeting of shareholders in 2014 approved the amendment on May 20, 2015 the 2014 annual general meeting of shareholders approved the amendment on November 17, 2017 the second extraordinary general meeting of shareholders in 2017 approved the amendment on June 25, 2019 the first extraordinary general meeting of shareholders in 2019 approved the amendment The amendment was approved by the company’s 2019 annual general meeting on May 18, 2002 and the amendment was approved by the company’s 2021 annual general meeting on May 20, 2002
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV 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 shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II of the board of directors
Chapter VI president and other senior managers
Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Offshore Oil Engineering Co.Ltd(600583) (hereinafter referred to as 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 “company law”) (revised in 2018), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) (revised in 2019), the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) The articles of association are formulated in accordance with the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law (revised in 1999) and other relevant provisions and approved by the former State Economic and Trade Commission of the people’s Republic of China (Guo Jing Mao Qi Gai [2000] No. 308 document).
The company was established by way of initiation, registered with Tianjin Administration for Industry and commerce, and obtained the business license of enterprise legal person (license number: 12 Shenzhen Ecobeauty Co.Ltd(000010) 00326).
Article 3 on January 14, 2002, the company issued 80 million RMB ordinary shares (domestic shares) to the public for the first time and was listed on Shanghai Stock Exchange on February 5, 2002 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Zheng Jian FA Zi [2002] No. 2 document.
Article 4 registered name of the company
Chinese name of the company: Offshore Oil Engineering Co.Ltd(600583)
English name of the company: Offshore Oil Engineering Co., Ltd
Article 5 domicile of the company
Company address: room 202-f105, second floor, podium, Ligang building, No. 82, West 2nd Road, Tianjin pilot free trade zone (Airport Economic Zone)
Postal Code: Zhongji Innolight Co.Ltd(300308)
Article 6 the registered capital of the company is 4421354800 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 in accordance with the provisions of the party constitution, the organization of the Communist Party of China shall be established in the company, and the party organization shall play a leading role in the company, taking direction, managing the overall situation and promoting implementation. The company establishes the working organization of the party and is equipped with a sufficient number of party affairs staff to ensure the working funds of the party organization.
Article 10 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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the executive vice president, vice president, chief financial officer, Secretary of the board of directors or other personnel performing the same or similar duties as the above-mentioned personnel and recognized by the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company is:
Further adapt to the needs of the socialist market economy, establish a modern enterprise system, adapt to the market-oriented and international survival and development environment, rely on scientific and technological progress and scientific management, continuously improve quality and efficiency, develop the general contracting capacity of offshore oil projects, create good economic and social benefits, and provide satisfactory returns for all shareholders.
Article 14 after being registered according to law, the business scope of the company is:
General contracting of the project; Design of oil and gas (offshore oil) and construction engineering; Undertake the planning consultation and evaluation consultation of oil and gas projects; Undertake the construction of various offshore oil construction projects, other offshore engineering construction and onshore petrochemical engineering construction; Undertake the fabrication and installation of various types of steel structures and grid works; Pressure vessel design and manufacturing, pressure pipeline design; R & D, manufacturing and sales of electrical instrument automation products; Quality control and testing, physical and chemical, surveying and mapping and related technical services; Operate the export business of 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 of the enterprise; Operation of incoming processing and “three supplies and one compensation” business; Contracting overseas offshore oil projects and domestic international bidding projects; Contracting the survey, consultation, design and supervision projects of the above overseas projects; Export of equipment and materials required for the above overseas projects; Dispatch the labor personnel needed for the implementation of the above overseas projects and the transportation of ordinary cargo ships along the coast of China; General cargo transportation on international routes; Rental of self owned houses; Sales of steel, pipe fittings, cables, valves, instruments and meters, hardware and electricity (if there are special provisions on franchise in the above scope, it shall be handled in accordance with the provisions).
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.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the number of shares subscribed by the promoters of the company, the method and time of capital contribution are as follows:
(I) CNOOC platform manufacturing company, which is invested with its operating assets related to the manufacturing and maintenance of offshore oil platform at the time of establishment;
(II) CNOOC offshore engineering company, which is invested with its operating assets related to offshore oil engineering, including but not limited to offshore oil platform installation, submarine pipeline laying and so on;
(III) CNOOC engineering design company, which is invested with its operating assets related to offshore oil engineering design at the time of establishment;
(IV) CNOOC Nanhai West Co., Ltd. subscribed 24235100 shares, and the company was invested with slideway and land use right when it was established;
(V) CNOOC Bohai company subscribed for 1.069 million shares and contributed with part of its land use rights when the company was established.
On September 17, 2003, with the approval of the state owned assets supervision and Administration Commission of the State Council Guozi property right letter [2003] No. 217, the sponsors CNOOC platform manufacturing company, CNOOC offshore engineering company and CNOOC engineering design company transferred their 144758 million state-owned legal person shares to CNOOC, accounting for 57.9% of the total share capital, and the nature of the shares is state shares.
Article 20 the total number of shares of the company is 4421354800, all of which are ordinary shares.
Article 21 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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 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: (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 the company may reduce its registered capital. The capital reduction shall be handled in accordance with the articles of association and other relevant procedures. Article 24 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 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.
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 purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association 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 Article 24 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 24 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 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 shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company
