Chapter 1 General Principles
Article 1 In order to protect the legitimate rights and interests of Liaohe Jinma Oilfield Company Limited (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 former State Reform Commission with document No. [1997] 148, initiated solely by the Liaohe Petroleum Exploration Bureau, and established through public fundraising; it is registered with the Liaoning Provincial Administration for Industry and Commerce and has obtained a business license for legal entities.
Article 3 On April 16, 1998, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to publicly issue 200 million ordinary shares of RMB, all of which were issued to domestic investors in RMB, and was listed on the Shenzhen Stock Exchange on May 28, 1998. With the approval of CSRC document No. [2005] 119, 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: Liaohe Jinma Oilfield Company Limited.
Article 5 The Company's registered address: Zhenxing Street, Xinglongtai District, Panjin City, Liaoning Province, Postal Code: 124010.
Article 6 The registered capital of the Company is RMB 1.1 billion.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The chairman of the board serves as the legal representative of the Company.
Article 9 The Company is liable for its debts with all its assets, and the shareholders are liable for the Company’s debts only to the extent of their subscribed shares.
Article 10 These Articles shall take effect from the date of their enactment and shall serve as 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, financial officer, chief engineer, chief geologist, and secretary of the board.
Chapter 2 Business Objectives and Scope
Article 12 The Company's business objectives are to accelerate the exploration and development of oil fields using new systems, mechanisms, and technologies, to provide oil and gas products for the country, continuously improve economic and social benefits, and ensure the legitimate rights and interests of shareholders.
Article 13 The scope of business approved by the Company’s registration authority includes: exploration, extraction, and processing of oil and gas; transportation and sales of refined oil (operating with a license); sales of electromechanical products (excluding passenger cars), electronic products, metal materials, and mechanical processing; development and services of high-tech oil and gas technologies.
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 be made by amending the Articles and registering the changes with the registration authority. If the adjusted business scope involves projects that require approval according to laws and regulations, approval must be obtained in accordance with the law.