Tibet Gaozheng Explosive Co.Ltd(002827)
constitution
May 23, 2002
Lhasa City, Tibet Autonomous Region
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issuance of shares 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 the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolution of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of Directors Section III independent directors 39 Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII party organization of the company Section I General Provisions 49 section 2 Establishment of Party Organization Section III responsibilities of the Party committee of the company Chapter IX Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit fifty-six
Section III appointment of accounting firm Chapter X notice 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 59 Chapter XII amendment of the articles of Association 61 Chapter XIII Supplementary Provisions sixty-two
Articles of Association
In accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) and other relevant laws and administrative regulations, the establishment of Tibet Gaozheng Explosive Co.Ltd(002827) (hereinafter referred to as the "company") was initiated by Tibet Construction Engineering Building Materials Group Co., Ltd., Tibet Autonomous Region Investment Co., Ltd., Tibet state owned capital investment and Operation Co., Ltd., Tibet energy source Investment Co., Ltd., Hunan Jinneng Science&Technology Co.Ltd(603113) , Sichuan Yahua Industrial Group Co.Ltd(002497) Mianyang Industrial Co., Ltd, And formulate the articles of association.
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Tibet Gaozheng Explosive Co.Ltd(002827) , 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"), with reference to the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises and other relevant provisions.
Article 2 the company is a joint stock limited company that was changed by Tibet Tibet Gaozheng Explosive Co.Ltd(002827) Materials Co., Ltd. according to the audited book value of net assets into shares in accordance with the company law and other relevant provisions.
The company was registered with the Administration for Industry and Commerce of Tibet Autonomous Region and obtained the business license of enterprise legal person. The unified social credit code is 9154 Shenzhen Neptunus Bioengineering Co.Ltd(000078) 3527334p.
Article 3 on November 11, 2016, the company issued 46 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on December 9, 2016 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2016] No. 2616.
Article 4 registered name of the company:
Chinese Name: Tibet Gaozheng Explosive Co.Ltd(002827)
English Name: Tibet Gaozheng explosive Co., Ltd
Article 5 domicile of the company: linqionggang Road, zone a, Lhasa Economic and Technological Development Zone, Tibet Autonomous Region.
Article 6 the registered capital of the company is 276 million 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 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 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 11 The term "other senior managers" as mentioned in the articles of association refers to the company's deputy general manager, Secretary of the board of directors, chief financial officer, etc.
Article 12 all activities of the company must comply with national laws and regulations, accept the supervision of relevant functional departments of the state and pay taxes according to law.
Chapter II business purpose and scope
Article 13 the company's business purpose: safety, diligence, code and enterprising.
Article 14 after registration according to law, the business scope of the company is: licensed business items: production of civil explosives (valid until November 18, 2022) and sales of civil explosives (valid until May 11, 2025); General business items: warehousing services; Sales of packaging materials. Operation of hazardous chemicals; Import and export of goods; Earthwork works and bidding works, and the export of equipment and materials required for the above overseas works; Self operate the import and export business of the company's products and technologies (except for the products and technologies restricted or prohibited by the state); Industrial investment; House rental (in the above business scope, if it is required to be approved by national laws and administrative regulations and decisions of the State Council, it shall be operated with permission or approval documents).
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, and the par value of each share is RMB 1.
The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 18 the company is a limited liability company, which is converted from audited net assets into shares. The shares held by the promoters are the shares converted from the original net assets of the company after audit. The number of shares subscribed by the promoters, mode of capital contribution, time of capital contribution and shareholding ratio of the company are as follows:
Proportion of capital contribution
Serial no. Name of initiator holding shares (shares) contribution method contribution time
（%）
1 Tibet Construction Engineering Building Materials Group Co., Ltd. 111640620 net assets 80.899 before December 31, 2013
2 Tibet Autonomous Region Investment Co., Ltd. 9212880 net assets 6.676 before December 31, 2013
Net assets of Tibet state owned operating Co., Ltd. before 2013
4 Tibet Energy Investment Co., Ltd. 4606440 net assets 3.338 before December 31, 2013
5 Hunan Jinneng Science&Technology Co.Ltd(603113) 4606440 net assets 3.338 before December 31, 2013
6 Sichuan Yahua Industrial Group Co.Ltd(002497) Mianyang Industrial Co., Ltd. 3327180 net assets 2.411 before December 31, 2013
Article 19 the total number of shares of the company is 276 million, all of which are ordinary shares.
Article 20 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 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 stipulated in the articles of association.
Article 23 the company may purchase its shares 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) the 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 the superior company;
(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 methods recognized 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 23 of the articles of association, it shall be conducted 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 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 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 the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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 three 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 shares of the company 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.
The shares issued before the company's 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.
Article 29 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 term of office, 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.
Within 12 months after the company's directors, supervisors and senior managers declare their resignation, the number of shares of the company sold through listing and trading in the stock exchange shall not exceed 50% of the total number of shares of the company held by them. The directors, supervisors and senior managers of the company shall make a commitment to this content in the statement and commitment of directors (supervisors and senior managers).
In case of any change in the direct holding of the company's shares by its directors, supervisors and senior managers due to the company's equity distribution, the above provisions shall still be observed.
If the Shenzhen Stock Exchange has other provisions on the transfer of shares by the company's directors, supervisors and senior managers, the directors, supervisors and senior managers shall abide by them.
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
