Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Jinzhou Petrochemical Co., Ltd. (hereinafter referred to as "the Company"), its shareholders, and creditors, and to regulate the organization and behavior of the Company, these Articles are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law") and other relevant regulations.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. The Company was approved by the State Reform Commission with document No. [1997] 90, established through public fundraising; it is registered with the Liaoning Provincial Administration for Industry and Commerce and has obtained a business license as a legal entity.
Article 3
On July 30, 1997, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") with document No. [1997] 403 and 404, and issued 100 million ordinary shares to the public. 90 million shares were publicly offered, and 10 million shares were employee shares, which were listed on the Shenzhen Stock Exchange on September 15, 1997, and March 15, 1998, respectively. With the approval of the CSRC document No. [2005] 117, China National Petroleum Corporation fully acquired the Company's circulating shares on November 15, 2005, and the Company ceased to be listed on the Shenzhen Stock Exchange on January 4, 2006.
Article 4
The registered name of the Company: Jinzhou Petrochemical Co., Ltd. English name: JINZHOU PETROCHEMICAL CO., LTD.
Article 5
The Company's address: No. 2 Chongqing Road, Guta District, Jinzhou City, Liaoning Province. Postal code: 121001.
Article 6
The registered capital of the Company is RMB 787.5 million.
Article 7
The Company is a perpetual joint-stock limited company.
Article 8
The chairman of the board is the legal representative of the Company.
Article 9
The Company is liable for its debts with all its assets, while shareholders are liable for the Company's debts only to the extent of their subscribed shares.
Article 10
These Articles shall become a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. Shareholders may sue the Company based on these Articles; the Company may sue shareholders, directors, supervisors, and senior management based on these Articles; shareholders may sue other shareholders based on these Articles; and shareholders may sue the Company's directors, supervisors, and senior management based on these Articles.
Article 11
The term "senior management" in these Articles refers to the general manager, deputy general managers, board secretary, and financial officer of the Company.
Chapter 2 Company Purpose, Business Scope, and Operation Method
Article 12
The Company's business purpose is to rely on the petrochemical industry, fully utilize existing funds and human and material resources, vigorously develop the petrochemical industry, provide high-quality petrochemical products to society, widely absorb social funds, implement a cost-centered financial management system, and combine extensive reproduction relying on scientific and technological advancements with intensive reproduction to accumulate more funds for the state and the Company, increase returns for shareholders, contribute to the prosperity of the petrochemical industry, and contribute to the material and spiritual civilization of socialism.
Article 13
With the approval of the company registration authority, the Company's business scope includes: petrochemical and coke products; organic chemicals and catalysts, adhesives, polymer materials, etc. The Company's operation methods include processing, manufacturing, and sales.
Article 14
The Company may adjust its business scope and methods according to market changes and business development needs. Adjustments to the business scope and methods shall require amendments to the Articles and registration with the company registration authority. If the adjusted business scope involves projects that require approval according to laws and regulations, such approval must be obtained in accordance with the law.