公司章程 2025 年 9 月 5 日 - 1 - | 第一章 总则 - | 3 - | | --- | --- | | 第二章 经营宗旨和范围 - | 5 - | | 第三章 股份 - | 6 - | | 第一节 股份发行 - 6 - | | | 第二节 股份增减和回购 - 7 - | | | 第三节 股份转让 - 9 - | | | 第四章 股东和股东会 - | 10 - | | 第一节 股东的一般规定 - 10 - | | | 第二节 控股股东和实际控制人 - 14 - | | | 第三节 股东会的一般规定 - 16 - | | | 第四节 股东会的召集 - 22 - | | | 第五节 股东会的提案与通知 - 24 - | | | 第六节 股东会的召开 - 26 - | | | 第七节 股东会的表决和决议 - 29 - | | | 第五章 董事和董事会 - | 34 - | | 第一节 董事的一般规定 - 34 - | | | 第二节 董事会 - 40 - | | | 第三节 独立董事 - 46 - | | | 第四节 董事会专门委员会 - 50 - | | | 第六章 高级管理人员 - | 52 - ...

Group 1 - The legal opinion letter was issued by Grandall Law Firm (Nanjing) regarding Jiangsu Sop Chemical Co., Ltd. for the 2025 first extraordinary general meeting of shareholders [1][2] - The meeting was held on September 5, 2025, at 14:00 in Zhenjiang, Jiangsu Province, with a total of 3 shareholders and proxies present, holding 876,654,101 shares, accounting for 75.0661% of the total share capital [2][3] - A total of 412 shareholders participated in online voting, holding 11,129,136 shares, which is 0.9530% of the total share capital [3][4] Group 2 - The meeting followed the procedures for convening and holding the shareholders' meeting as per the relevant laws and regulations [3][4] - No new proposals were raised during the meeting [6] - The voting process combined on-site and online voting, with a total of 415 participants holding 887,783,237 shares, representing 76.0191% of the total share capital [6][20] Group 3 - The voting results showed that the proposals were approved with significant majorities, with votes in favor reaching as high as 99.6072% for various resolutions [6][10][15] - The voting results among minority investors (excluding major shareholders) also indicated strong support, with approval rates around 68.6745% to 69.5064% for different proposals [6][10][15] - The legal opinion concluded that the meeting's procedures, participant qualifications, and voting results were all in compliance with applicable laws and regulations [20][21]

Meeting Overview - The shareholders' meeting of Jiangsu Sop Chemical Co., Ltd. was held on September 5, 2025, at the company's conference room in Zhenjiang, Jiangsu Province [1]. - The total number of shares held by shareholders present at the meeting accounted for 77.0882% of the total shares, which is 1,167,842,884 shares [1]. Voting Process - The meeting was convened by the board of directors and chaired by Chairman Shao Shouyan, utilizing a combination of on-site and online voting methods [2]. - The voting process complied with the Company Law, Securities Law, and the company's articles of association, ensuring that all resolutions were legally valid [2]. Resolutions Passed - All non-cumulative voting proposals were approved with significant support from shareholders, with the majority of votes in favor exceeding 99% for each proposal [2][3][4][5]. - Specific voting results included: - 99.6072% approval for the first proposal with 884,296,636 votes in favor [2]. - 99.6176% approval for the second proposal with 884,389,236 votes in favor [3]. - 99.6083% approval for the third proposal with 884,305,836 votes in favor [3]. - 99.4021% approval for the fourth proposal with 882,475,790 votes in favor [3]. Legal Compliance - The meeting's procedures were verified by lawyers Wang Zhuo and Sun Hao, confirming that the meeting was convened and conducted in accordance with legal and regulatory requirements [7]. - The legal opinions provided by the law firm were signed and stamped, ensuring the legitimacy of the meeting and the resolutions passed [8].

General Principles - The rules are established to regulate the behavior of Jiangsu Sop Chemical Co., Ltd. and ensure the lawful exercise of shareholder rights and obligations [1][2] - The company must convene shareholder meetings in strict accordance with laws, regulations, and relevant provisions to ensure shareholders can exercise their rights [1][2] Powers of the Shareholders' Meeting - The shareholders' meeting is the authority of the company, exercising powers such as electing directors, approving profit distribution plans, and making decisions on capital changes [1][2] - Specific decisions requiring shareholder approval include significant asset transactions exceeding 30% of the latest audited total assets and changes in fundraising purposes [1][2][3] Shareholders' Meeting Procedures - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [10] - Temporary meetings can be called within two months of certain events, such as insufficient directors or significant losses [10][11] Proposals and Notifications - Shareholder proposals must be within the powers of the shareholders' meeting and submitted in writing at least ten days before the meeting [14][15] - Notifications must include detailed information about proposals and the time and place of the meeting [28][29] Voting and Resolutions - Voting can be conducted through various methods, including onsite and online, with specific rules for cumulative voting for certain director elections [46][48] - Resolutions require a simple majority for ordinary matters and a two-thirds majority for special resolutions [55][56] Record Keeping and Disclosure - The company must maintain detailed records of the shareholders' meeting, including attendance and voting results, for at least ten years [62] - Resolutions must be announced promptly, detailing the number of attendees and voting outcomes [60][66] Regulatory Compliance - The company must comply with all relevant laws and regulations, and failure to convene meetings without justification may lead to trading suspension by the stock exchange [69][70]

General Principles - The purpose of the external director management measures is to enhance the governance structure of the company and improve the effectiveness of the board of directors [1] - External directors are defined as individuals not employed by the company or its subsidiaries, excluding their roles as directors or committee members [1][2] - Independent directors are categorized as external directors, following specific management guidelines [1] Appointment Conditions - External directors must possess high political quality, professional ethics, strategic awareness, and relevant industry knowledge [2] - Candidates should generally hold at least a bachelor's degree and be under 65 years of age [2] - Certain disqualifications for external directors include prior employment in the company or significant shareholding [2] Selection Process - External directors are nominated by shareholders and elected at the shareholders' meeting [3][4] - The selection process involves assessing the company's needs, communicating with candidates, and obtaining necessary approvals [4] Responsibilities, Rights, and Obligations - External directors are responsible for executing policies, participating in board meetings, and providing strategic input [11] - They have the right to express opinions, propose meetings, and access necessary company information [12] - Obligations include adhering to laws, attending meetings, and maintaining confidentiality [13][14] Performance Evaluation - External directors are evaluated based on their professional conduct, performance, and attendance at meetings [20][22] - The evaluation results influence their reappointment and compensation [22][30] - Specific behaviors leading to disqualification include poor attendance and failure to oppose harmful decisions [30] Compensation Management - External directors receive a work allowance determined by the shareholders' meeting, based on performance evaluations [28][29] - Compensation is adjusted based on the evaluation results, with penalties for unsatisfactory performance [30] Termination and Resignation - The board may recommend the removal of external directors under certain conditions, such as poor attendance or misconduct [31] - Directors can resign by submitting a written notice, which takes effect upon delivery [32] Confidentiality and Company Support - External directors must sign confidentiality agreements and maintain secrecy regarding company information [33] - The company is responsible for providing necessary resources and timely information to support external directors in their roles [34][35]

General Principles - The purpose of the fundraising management measures is to standardize the use and management of funds raised by Jiangsu Sop Chemical Co., Ltd., improve the efficiency and effectiveness of fund usage, and protect the legitimate rights and interests of investors [1][2] - The term "raised funds" refers to the funds raised by the company through the issuance of stocks or other equity-like securities for specific purposes, excluding funds raised for equity incentive plans [1] Fund Management and Usage - The company must ensure that raised funds are used exclusively for publicly announced investment projects, and any changes in usage require a resolution from the shareholders' meeting [2][3] - The board of directors is responsible for establishing and implementing the fundraising management measures, ensuring timely and accurate disclosure of the actual use of raised funds [2][3] - The controlling shareholders and related parties are prohibited from occupying the company's raised funds or obtaining improper benefits from investment projects [3] Fund Storage and Supervision - Upon receipt of raised funds, the company must establish a special account for centralized management, and funds must not be used for non-raised purposes [4][5] - A tripartite supervision agreement must be signed with the sponsor and the commercial bank where the funds are stored, detailing the management and oversight responsibilities [4][5] Fund Usage Procedures - The use of raised funds must adhere to the company's financial regulations, requiring approval for each expenditure [5][6] - The company is prohibited from using raised funds for financial investments or providing funds to controlling shareholders or related parties [6][7] - If a project experiences significant changes or delays, the company must reassess its feasibility and disclose the situation [7][8] Management of Idle Funds - Temporarily idle raised funds can be managed through cash management products, which must meet specific safety and liquidity criteria [8][9] - Any temporary use of idle funds for working capital must be approved by the board and disclosed [9][10] Handling of Surplus Funds - Any surplus funds exceeding the planned amount must be used for ongoing or new projects, or for share repurchases [10][11] - The company must disclose the specific usage plan for surplus funds by the time the related projects are completed [11][12] Changes in Fund Usage - Changes in the use of raised funds require board approval and must be disclosed, especially if it involves new projects or significant alterations to existing ones [13][14] - The company must ensure that any new investment projects enhance competitiveness and innovation capabilities [14][15] Fund Management and Oversight - The company must maintain records of the usage of raised funds and report on the progress of investment projects [28][29] - Internal audits of the management and usage of raised funds must be conducted at least biannually, with findings reported to the board [31][32] - The board must ensure compliance with regulations regarding the use of raised funds and take responsibility for any violations [34]

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while regulating its organization and behavior according to relevant laws [1][2] - Jiangsu Sopo Chemical Co., Ltd. was established as a joint-stock company approved by the Jiangsu Provincial Government and registered with the Jiangsu Administration for Industry and Commerce [1][2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 15 million shares on August 27, 1996, and was listed on the Shanghai Stock Exchange on September 18, 1996 [1][2] Company Structure - The company is a permanent joint-stock company with a registered capital of RMB 1,167,842,884 [1][2] - The chairman represents the company in executing its affairs and is the legal representative [2] - The legal representative's civil activities bind the company, and the company is liable for damages caused by the legal representative in the course of their duties [2] Business Objectives and Scope - The company's business objective is to establish a clear property rights system, enhance competitiveness, and maximize benefits for shareholders while ensuring compliance with national macroeconomic regulations [3] - The registered business scope includes the production of hazardous chemicals, manufacturing and sales of chemical raw materials and products, electricity production, steam production, and import-export of various goods and technologies [3] Share Issuance - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice, ensuring equal rights for each share of the same category [4][5] - The total number of shares issued by the company is 1,167,842,884, all of which are ordinary shares [5] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, request meetings, supervise company operations, and access company documents [10][11] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [14][40] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting occurring within six months after the end of the fiscal year [53] - Shareholder meetings can be convened by the board of directors or at the request of shareholders holding more than 10% of the shares [24][25] Financial Transactions and Guarantees - The company must seek shareholder approval for significant financial transactions, including guarantees exceeding certain thresholds related to its net assets [52] - The company is required to disclose information regarding financial assistance and guarantees to ensure transparency and compliance with regulations [21][52]

General Principles - The rules are established to standardize the decision-making process of the board of directors, ensuring efficiency and scientific decision-making in accordance with relevant laws and regulations [1] - The board of directors is responsible for strategic decisions, risk management, and is accountable to the shareholders [1] Composition and Powers of the Board - The board consists of 9 directors, with at least 3 independent directors, including one accounting professional [1] - A worker representative is elected by employees to join the board, while other directors are elected by the shareholders [1] - Directors serve a term of 3 years and can be re-elected [1] Director Nomination and Disqualification - Candidates for the board must not have any disqualifying conditions as per laws and regulations [2] - The company must disclose any administrative penalties or investigations related to the candidates within the last 36 months [2] Resignation of Directors - Directors must submit a written resignation report, which becomes effective upon receipt by the company, unless it results in a violation of minimum board member requirements [3][4] - The company must complete the re-election of directors within 60 days if a resignation leads to a shortfall in the required number of directors [4] Board Powers and Responsibilities - The board has the authority to make long-term strategic decisions, appoint and evaluate management, and manage significant financial matters [5][6] - Major transactions must be submitted for board approval if they meet specific thresholds, such as involving over 10% of total assets or net assets [11][12] Board Meetings - The board must hold at least two regular meetings annually, with provisions for special meetings as needed [26] - A quorum requires the presence of over half of the directors, and decisions are made by majority vote [34] Committees of the Board - The board establishes specialized committees, including audit, strategy, and nomination committees, to assist in governance [22][23] Documentation and Disclosure - Meeting records must include details such as date, attendees, agenda, and voting results, and must be preserved for at least 10 years [42] - The board secretary is responsible for public disclosures related to board meetings [43]

江苏索普化工股份有限公司股东会议事规则 第四条 公司股东会由全体股东组成。股东会是公司的权力 机构，依法行使下列职权： （一）选举和更换非由职工代表担任的董事，决定有关董事 的报酬事项； （二）审议批准董事会的报告； （三）审议批准公司的利润分配方案和弥补亏损方案； - 1 - （四）对公司增加或者减少注册资本作出决议； 第一章 总则 第一条 为规范江苏索普化工股份有限公司（以下简称"公 司"或"上市公司"）行为，保障股东会依法行使职权，维护股 东享有的合法权益和正当履行义务，保证公司股东会规范、高效 运作，根据《中华人民共和国公司法》(以下简称《公司法》)、 《中华人民共和国证券法》(以下简称《证券法》)、《上市公司 股东会规则》等的规定，结合公司实际情况，制定本规则。 第二条 公司应当严格按照法律、行政法规、规范性文件、 公司章程及上海证券交易所等相关规定召开股东会，确保股东能 够依法行使权利。 第三条 公司董事会应当切实履行职责，认真、按时组织股 东会。公司全体董事应当勤勉尽责，确保股东会正常召开和依法 行使职权。 第二章 股东会的职权 （五）对公司发行债券作出决议； （六）对公司合并、分立、解散、清算 ...

江苏索普化工股份有限公司外部董事管理办法 第一章 总则 第一条 为加快完善中国特色现代企业制度，促进公司董事 会规范管理和有效运行，提升外部董事履职能力，根据《公司法》 《证券法》《上海证券交易所股票上市规则》《企业国有资产法》 《国务院办公厅关于进一步完善国有企业法人治理结构的指导 意见》（国办发[2017]36号）和《公司章程》等有关规定及文件 精神，特制定本办法。 （二）组织认可、股东认可、公司认可的原则； （三）公开、平等、择优原则； （四）权利与责任统一、激励与约束并重原则； （五）依法履职、规范管理原则。 1 第二章 任职条件 第二条 本办法所称外部董事，是指由控股股东、公司及公 司控股子公司以外的人员担任的董事，且不在公司担任除董事和 董事会专门委员会委员以外的其他职务。 第三条 独立董事属于外部董事，独立董事相关管理参照公 司《独立董事工作制度》执行。 第四条 外部董事应当符合公司的行业特征和专业要求，选 聘外部董事应有利于优化董事会成员结构，提升决策水平。选聘 和管理遵循以下原则。 （一）落实公司资产保值增值责任有效性原则； 第五条 担任外部董事应具备下列条件： （一）具有较高的政治素质和较 ...