Sichuan Haowu Electromechanical Co.Ltd(000757) articles of Association
February, 2002
Sichuan Haowu Electromechanical Co.Ltd(000757) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section 2 independent directors twenty-three
Section III board of Directors twenty-six
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-two
Chapter VIII party building work thirty-three
Section 1 institutional setting of Party organizations thirty-three
Section II functions and powers of the Party committee of the company thirty-three
Section III functions and powers of the company's Discipline Inspection Commission thirty-four
Chapter IX finance, accounting and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-seven
Section III appointment of accounting firm 37 Chapter X notices and announcements thirty-eight
Section I notice thirty-eight
Section II announcement thirty-nine
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation forty
Chapter XII amendment of the articles of Association 41 Chapter XIII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, and give full play to the leading core and political core role of the party organization of the company, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") These articles of association are formulated in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the "party constitution") and other relevant provisions.
Article 2 Sichuan Haowu Electromechanical Co.Ltd(000757) (hereinafter referred to as "the company") is a joint stock limited company established by directional offering in accordance with the relevant provisions of the state and with the approval of Sichuan Provincial Commission of economic reform and Reform (CTG (1993) No. 157 document. The company was registered in Neijiang Administration for Industry and Commerce on May 18, 1994 and obtained a business license with a unified social credit code of 9151100020642014xy. On February 14, 1997, with the approval of CZB (1997) No. 12 document of Sichuan Securities Regulatory Commission, the company was changed from a directional offering company to a social offering company, standardized in accordance with the provisions of the company law and other relevant laws and regulations, and fulfilled the re registration procedures in accordance with the law.
Article 3 the company issued 30 million ordinary shares in RMB to the public for the first time on June 11, 1997 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on June 27, 1997.
Article 4 registered name of the company:
Full Chinese Name: Sichuan Haowu Electromechanical Co.Ltd(000757)
Full English Name: Sichuan HaoWu Electronic Co., Ltd
Article 5 domicile of the company:
Address of the company: No. 1558, Hanyu Avenue, Shizhong District, Neijiang City
Contact address: No. 1558, Hanyu Avenue, Shizhong District, Neijiang City
Postal Code: 641000
Article 6 the registered capital of the company is 664.714511 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the board of directors is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders. The company, shareholders, directors, supervisors and the company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 11 The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company's business purpose: taking science and technology as the guide, strive to develop and produce advanced and applicable auto parts products, improve the quality of the company's assets, expand the scale and grade of products, increase the added value of products, build a core purchase and sales system with the main engine factory, strive to seek opportunities for cooperation with foreign-funded enterprises, improve the auto parts industry chain, and accelerate the healthy development of the company, Make shareholders get good returns.
Article 13 with the approval of the company registration authority, the business scope of the company is: Sales of automobiles (excluding passenger cars with less than nine seats), construction machinery, electronic equipment, metal materials, automobile decoration materials, agricultural machinery and electromechanical products; Second hand car purchase and sales; Leasing of automobiles and mechanical equipment; Automobile maintenance technical consulting service; Manufacturing and sales: processing, production, wholesale, retail and purchasing and selling of diesel engines, diesel generator sets, diesel engine parts, agricultural tricycles, agricultural four-wheel vehicles, auto parts, motorcycles, road construction machinery, agricultural machinery powered by diesel engines and diesel engine spare parts; Manufacturing and sales: integrated circuit, wafer, computer and auxiliary equipment, computer software technology development and wafer R & D and testing; Export computer monitors, computer network products, computer external equipment, complete sets of mechanical equipment and related technologies produced by the enterprise; Manufacture and sale of plastic products; Construction engineering construction and architectural decoration construction; Wholesale and retail of building materials, hardware (excluding fire-fighting equipment), chemical products (excluding dangerous chemicals and precursor chemicals); Wholesale coal and its products, iron ore and iron ore powder; Operate the import and export business of all kinds of commodities and technologies (except for the commodities and technologies whose import and export is restricted or prohibited by the state, and all kinds of commodities and technologies permitted by laws and regulations shall be operated with licenses).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 all the shares of the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Article 18 when the company was established, the total number of ordinary shares approved to be issued was 67.7759 million, of which 51.49 million shares were issued to the initiator Neijiang state owned assets administration, accounting for 75.97% of the total shares; Issue 2 million shares to the sponsor Sichuan trust and investment company, accounting for 2.95% of the total shares; Issue 1 million shares to the sponsor Baima Power Plant Power Development Corporation, accounting for 1.48% of the total shares; Issue 800000 shares to the sponsor China Metallurgical Import and export Sichuan company, accounting for 1.18% of the total shares; 600000 shares were issued to the sponsor Sichuan Machinery Import and Export Corporation, accounting for 0.885% of the total shares; 600000 shares were issued to the sponsor China export commodity base construction Sichuan company, accounting for 0.885% of the total shares.
With the approval of the Ministry of finance, Neijiang state owned assets administration, the original sponsor, has transferred 76.7201 million National shares of the company to Shenyang Beitai direction Group Co., Ltd., Shenzhen huiyinfeng Investment Co., Ltd. and Shenzhen chenao Industrial Co., Ltd.
According to the reorganization plan and ruling approved by the Neijiang intermediate people's court, the company's manager transferred 115.5281 million shares of the company held by the special financial account for the disposal of the bankrupt enterprise property of Sichuan direction North Electro-Optic Co.Ltd(600184) Co., Ltd. to Tianjin Haowu electromechanical Automobile Trading Co., Ltd. and its person acting in Concert - Tianjin Bohai Guotou equity investment fund Co., Ltd Beijing huihengfeng Investment Management Consulting Co., Ltd.
According to the reply on approving Sichuan Haowu Electromechanical Co.Ltd(000757) non-public development of shares (zjxk [2013] No. 1573) issued by China Securities Regulatory Commission, the company issued 85.2879 million new shares to Tianjin Haowu electromechanical Automobile Trading Co., Ltd.
According to the approval Reply of China Securities Regulatory Commission on Approving and exempting Tianjin HaoLing Automobile Trading Co., Ltd. from the obligation to acquire Sichuan Haowu Electromechanical Co.Ltd(000757) shares by offer (zjxk [2019] No. 836), Tianjin Haowu electromechanical Automobile Trading Co., Ltd. and its concerted actors Tianjin tianwu Automobile Development Co., Ltd., Tianjin tianwu International Trade Development Co., Ltd Tianjin Xinhao Automobile Investment Co., Ltd. transferred a total of 147715700 shares it held to Tianjin HaoLing Automobile Trading Co., Ltd. free of charge.
According to the approval Reply of China Securities Regulatory Commission on approving Sichuan Haowu Electromechanical Co.Ltd(000757) issuing shares to Tianjin Haowu electromechanical Automobile Trading Co., Ltd. to purchase assets and raise supporting funds (zjxk [2019] No. 191), 153545617 new shares of assets were purchased and 59547738 new shares of supporting funds were raised, The total number of shares of the company was changed to 664.714511 million shares.
According to the reorganization plan of Tianjin Property Group Co., Ltd. and its affiliated companies approved by the ruling of Tianjin Higher People's court and the supplementary agreement II to the investment agreement for property group reorganization (commodity trade) signed by the manager of Tianjin Property Group Co., Ltd. and Tianjin Rongcheng Xiangtai Investment Holding Group Co., Ltd., on December 21, 2021, The controlling shareholder of the company was changed to Tianjin Rongcheng Property Group Co., Ltd., and the actual controller of the company was changed to Ms. Zhang ronghua.
Article 19 the total number of shares of the company is 664.714511 million, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the competent securities authority under the State Council.
Article 22 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 23, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed the issued shares of the company
