Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of the company, shareholders, employees, 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"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities 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 (hereinafter referred to as the "Company" or "this Company"). The company was approved by the Guangzhou Municipal People's Government with document No. [1998] 61, established through public offering; registered with the Guangzhou Administration for Industry and Commerce in Guangdong Province, and obtained a business license. The company's unified social credit code is: 91440101712434165A.
Article 3
On October 12, 1998, the company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to issue 57 million RMB ordinary shares to the public, all of which were issued to domestic investors, and was listed on the Shenzhen Stock Exchange on December 24, 1998.
Article 4
The registered name of the company is:
- Chinese full name: 亚钾国际投资（广州）股份有限公司
- English full name: Asia-Potash International Investment (Guangzhou) Co., Ltd.
Article 5
The company's address is: No. 1, Qinghui Middle Road, Nansha District, Guangzhou, Building A3, Room 50103, Postal Code: 511462.
Article 6
The registered capital of the company is RMB 924,051,187.
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. If the chairman resigns, it is deemed that they have simultaneously resigned as the legal representative. If the legal representative resigns, the company shall determine a new legal representative within thirty days from the date of resignation.
Article 9
The legal representative shall bear the legal consequences of civil activities conducted in the name of the company. Restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be asserted against bona fide third parties. The company shall bear civil liability for damages caused to others by the legal representative in the performance of their duties. After the company bears civil liability, it may seek compensation from the legal representative at fault in accordance with the law or these Articles.
Article 10
Shareholders shall be liable to the company only to the extent of their subscribed shares, while the company shall be liable for its debts with all its assets.
Article 11
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. According to these Articles, shareholders may sue each other, shareholders may sue the company's directors and senior management, and the company may sue shareholders, directors, and senior management.
Article 12
The term "senior management" in these Articles refers to the general manager, deputy general managers, financial director, board secretary, and other personnel as stipulated in these Articles.
Article 13
The company shall establish a Communist Party organization and carry out party activities in accordance with the regulations of the Communist Party of China. The company shall provide necessary conditions for the activities of the party organization.
Chapter 2 Business Objectives and Scope
Article 14
The company's business objectives are to guide the construction of overseas potash bases in accordance with national industry development policies and to ensure food production safety in China; to meet customer needs and serve society, providing high-quality potash fertilizer products for global agricultural planting through advanced technology, large-scale production, and efficient logistics systems.