China High-Speed Railway Technology Co.Ltd(000008)
constitution
(reviewed and approved by the first extraordinary general meeting of shareholders in 2022 on February 15, 2022)
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions at the general meeting of shareholders Chapter V party organization Chapter VI board of directors
Section 1 directors
Section II board of directors
Section III special committees of the board of directors Chapter VII general manager and other senior managers Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firm Chapter X notice and announcement
Section I notice
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation Chapter 12 amendment of the articles of Association chapter 13 supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of China High-Speed Railway Technology Co.Ltd(000008) (hereinafter referred to as the company), shareholders and creditors and standardize the organization and behavior of the company, these articles of association 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 provisions. In case of any inconsistency between the articles of association and laws and regulations, the provisions of laws and regulations shall prevail.
Article 2 the company is a joint stock limited company established in accordance with the law of the people’s Republic of China on industrial enterprises owned by the whole people, the regulations of Shenzhen Special Economic Zone on companies (discussion draft) and the Interim Provisions on the pilot shareholding of state-owned enterprises in Shenzhen Special Economic Zone.
The company was established with the approval of Shenfu Office (1989) No. 570 document of Shenzhen Municipal People’s government and was established by raising funds; Registered with Shenzhen Administration for Industry and Commerce and obtained a business license. The registration number of the business license is 440301106550162. Article 3 on October 18, 1989, with the approval of Shenzhen Special Economic Zone Branch of the people’s Bank of China [1989] Shen Ren Yin Fu Zi No. 122, the company issued 1 million RMB ordinary shares to domestic investors for the first time, with a par value of RMB 10 per share (later broken down into RMB 1 per share).
The company’s shares were listed on Shenzhen Stock Exchange on May 7, 1992.
Article 4 registered name of the company:
Full Chinese Name: China High-Speed Railway Technology Co.Ltd(000008)
Full English Name: China Highspeed Railway Technology Co, Ltd.
Article 5 domicile of the company: 1606, floor 16, building 1, yard 59, gaoliangqiaoxie street, Haidian District, Beijing
Postal Code: 100044
Article 6 the registered capital of the company is 2780795346 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 the company shall operate independently, account independently, be responsible for its own profits and losses and bear civil liabilities independently according to law. All the assets of the company are divided into equal shares. The shareholders are liable to the company to the extent of their shares, and the company is liable for the company’s debts 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, and a legally binding document for the company, shareholders, directors, supervisors, general manager and other senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company.
Article 12 the company is a legal person of the people’s Republic of China and is governed and protected by Chinese laws.
When engaging in business activities, the company must abide by Chinese laws, regulations and relevant regulations, abide by social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities.
Chapter II business purpose and scope
Article 13 the business purpose of the company is: the company adheres to the enterprise goal oriented by benign growth, the development strategy oriented by customer demand, the enterprise management mode oriented by creating process organization, the core business thinking of human performance system oriented by full creation of value, correct evaluation of value and rational distribution of value, and serves the country with industry The vision of becoming a leader in the field of rail transit intelligent operation and maintenance is to promote high-quality development with the mission of employee happiness, shareholder satisfaction and creating maximum value for customers.
Article 14 the business scope of the company is: technology development, technical consultation, technology transfer and technical services of rail transit and computer network; Sales of developed products; Computer system services; Import and export of goods; Technology import and export; Acting as import and export agent; Project investment; estate management. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.) (subject to the approval of the industrial and commercial registration authority)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 the total number of shares of the company is 2780795346.
The capital structure of the company is: 2780795346 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 stipulated by laws, administrative regulations and approved by the CSRC.
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 specified in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
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 purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) 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 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 of the articles of association, if it belongs to 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 six months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years. Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 If the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after purchase or buy them again within 6 months after sale in violation of the relevant provisions of the securities law, the proceeds from this shall belong to the company, The board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority and keep it in the company. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 after the shareholders’ meeting is convened, the identity of the shareholders who are entitled to dividends and other rights and interests shall be determined by the shareholders’ register on the date when the shareholders’ meeting is convened or the shareholders’ meeting needs to be closed.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; (V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares; (VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
The convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the articles of association, or the contents of resolutions violate this chapter
