This is a consolidated version of the Articles of Association of Anhui Conch Cement Company Limited 安徽海螺水泥股份有限公司 ("Company"). It presents in a consolidated manner the amendments (which were approved by Shareholders at various general meetings) to the articles of association first adopted by the Company for listing. This consolidated version is not formally adopted by shareholders at a general meeting of the Company. The English version is for reference only, and the Chinese version shall always prevail in case of any inconsistency between the Chinese version and the English translation thereof.
ANHUI CONCH CEMENT COMPANY LIMITED
ARTICLES OF ASSOCIATION
(first adopted on 1 September 1997 and updated up to 30 May 2019)
I N D E X
Chapter | Heading |
Chapter 1 | General provisions |
Chapter 2 | Objects and scope of operations |
Chapter 3 | Shares and registered capital |
Chapter 4 | Reduction of capital and repurchase of shares |
Chapter 4A | Transfer of shares |
Chapter 5 | Financial assistance for acquisition of shares |
Chapter 6 | Share certificates and register of shareholders |
Chapter 7 | Rights and obligations of shareholders |
Chapter 8 | Obligations of controlling shareholders |
towards other shareholders | |
Chapter 8A | Party Organizations of the Company |
Chapter 9 | General meetings |
Chapter 10 | Special voting procedures for class shareholders |
Chapter 11 | Board of directors |
Chapter11A | Independent Directors |
Chapter 12 | Secretary to the board of directors of the Company |
Chapter 13 | General Manager |
Chapter 14 | Supervisory committee |
Chapter 15 | Qualifications and obligations of directors, supervisors, general |
managers and senior management staffs of the Company | |
Chapter 16 | Financial and accounting system |
Chapter 17 | Distribution of profits |
Chapter 18 | Appointment of firm of accountants |
Chapter 19 | Labour management and staff and trade union |
Chapter 20 | Merger and division of the Company |
Chapter 21 | Dissolution and liquidation |
Chapter 22 | Amendments to articles |
Chapter 23 | Notices |
Chapter 24 | Resolution of disputes |
Chapter 25 | Interpretation |
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安徽海螺水泥股份有限公司 | |
ANHUI CONCH CEMENT COMPANY LIMITED | |
(a joint stock limited company established in | |
the People's Republic of China with limited liability) | |
ARTICLES OF ASSOCIATION | |
(first adopted on 1 September 1997 and updated up to 30 May 2019) | |
CHAPTER 1 GENERAL PROVISIONS | |
Article 1 | The Company is a joint stock limited company established in accordance |
with the Company Law of the People's Republic of China (hereinafter | |
referred to as the "Company Law") and the "State Council Special | |
Regulations on the Overseas Offering and Listing of Shares by Joint Stock | |
Limited Companies" (hereinafter referred to as the "Special Regulations") | |
and other relevant laws and administrative regulations of the People's | |
Republic of China ("PRC"). | |
The establishment of the Company has been approved by the State | |
Commission for Restructuring the Economic Systems ("State Restructuring | |
Commission") under document number Ti Gai Sheng [1997] No.140. The | |
Company was established by the promotion method on 1 September 1997 | |
and was registered on 1 September 1997 with the Anhui Provincial | |
Administration for Industry and Commerce and has obtained a business | |
licence. The Company's unified social credibility code is | |
9134020014949036XY. | |
The promoter of the Company is Anhui Conch Holdings Company Limited. | |
Article 2 | The registered Chinese name of the Company: 安徽海螺水泥股份有限公 |
司 | |
The registered English name of the Company: Anhui Conch Cement | |
Company Limited | |
Article 3 | The legal address of the Company: 39, Wenhua Road, Wuhu City, Anhui |
Province, PRC, the People's Republic of China | |
Postal code: 241000 | |
Telephone no.: 86 839 8927 / 839 8911 | |
Fax: 86 553839 8931 | |
Article 4 | The legal representative of the Company is the chairman of its board of |
directors. |
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Article 5 | The Company is a joint stock limited company of perpetual existence. |
Article 6 | These Articles became effective upon its approval by a special resolution |
passed the shareholders in general meeting in substitution for the | |
Company's articles of association previously registered with the | |
Administration for Industry and Commerce. | |
Article 7 | The provisions of these Articles are prepared mainly on the basis of the |
Company Law, the Mandatory Provisions for the Articles of Association of | |
Companies Listed Overseas (Zheng Wei Fa (1994) No. 21) ("Mandatory | |
Provisions") issued on 27 August 1994 by the State Council Securities | |
Commission and the State Restructuring Commission and the Opinion | |
Letter Regarding Supplemental Amendments to the Articles of Association | |
of Companies Listed in Hong Kong (Zheng Jian Hai Han (1995) No. 1) | |
issued on 3 April 1995 by the Overseas Listing Division of the China | |
Securities Regulatory Commission ("CSRC") and the Production System | |
Department of the State Restructuring Commission, the Guidelines for | |
Articles of Association of Listed Companies (Amended in 2016) (CSRC | |
Announcement (2016) No. 23) issued on 30 September 2016 by CSRC and | |
the Constitution of the Communist Party of China. Amendment to any | |
Article which incorporates the Mandatory Provisions shall comply with the | |
procedure set forth in Article 203. | |
Article 8 | From the effective date of these Articles of Association, these Articles shall |
constitute a legal document regulating the constitution and activities of the | |
Company, the rights and obligations between the Company and its | |
shareholders and the shareholders inter se. | |
Article 9 | These Articles are binding upon the Company and its shareholders, |
directors, supervisors, general manager and other senior management staff. | |
The foregoing persons may, in accordance with the provisions of these | |
Articles, institute claims in relation to all matters relating to the Company. | |
Shareholders may bring proceedings against the Company in accordance | |
with these Articles; the Company may bring proceedings against the | |
shareholders in accordance with these Articles; a shareholder may bring | |
proceedings against other shareholders in accordance with these Articles; | |
and the shareholders may bring actions against directors, supervisors, | |
general manager and other senior management staff of the Company in | |
accordance with these Articles. | |
For the purposes of the preceding paragraph, proceedings include | |
proceedings commenced in court and arbitration proceedings commenced in | |
arbitration tribunals. | |
Article 10 | The entire capital of the Company is divided into shares of equal nominal |
value. The liability of the shareholders to the Company is limited to the |
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amount payable on subscription of the shares held by them. The Company | |
shall be liable for its debts to the extent of all its assets. | |
Article 11 | Subject to compliance with applicable laws and regulations, the Company |
has power to raise capital and to borrow money by way of, among other | |
means, the issue of bonds and the creation of charges over its assets, and to | |
provide guarantees for the account of any third party, provided that the | |
exercise of such powers shall not prejudice or abrogate the rights of different | |
classes of shareholders. | |
Article 12 | The Company is an independent enterprise legal person. All activities of the |
Company shall comply with the laws and regulations of the PRC and shall | |
protect the lawful rights of the shareholders. The Company is under the | |
jurisdiction and the protection of the laws, regulations and other relevant | |
governmental measures of the PRC. | |
Article 13 | The Company may invest in other limited liability companies and joint stock |
limited companies and shall be liable to the investee companies to the extent | |
of its investment in such companies. | |
Article 14 | The Company shall not become a shareholder with unlimited liability of any |
other economic organisations. | |
CHAPTER 2 OBJECTS AND SCOPE OF OPERATIONS | |
Article 15 | The objects of the Company are, following the direction of the international |
market and the PRC market, to make use of both local and foreign public | |
funds and technological advancement with a view to improving quality of | |
products, optimizing product combination, enhancing economic efficiency, | |
implementing grand enterprise strategies and capitalisaing on economy of | |
scale, so as to enable the Company to become the leading cement enterprise | |
in the world and create reasonable economic benefits to shareholders. | |
Article 16 | The scope of the Company's operations shall be that approved by the |
companies registration authorities. | |
The scope of Company's business includes: open-pit mining of limestones | |
for cement and sandstones for cement supplements; production, sales, | |
exports and imports of cement and supplements and cement products; | |
production and sales of aggregate and sandstone for construction; the | |
design, production, sales, installation and after sales service of prefabricated | |
building and prefabricated parts; general contracting; machinery, | |
instruments, spare parts and the production, sales, exports and imports of | |
raw materials for the use of corporate productions and scientific research; | |
the production, sales, exports and imports of electronic equipment; technical | |
support. The wholesale and retail of coal; contracting of overseas |
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Anhui Conch Cement Company Ltd. published this content on 19 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 June 2019 09:58:03 UTC