Faw Jiefang Group Co.Ltd(000800)
FAW Jiefang Group Co., Ltd
constitution
(reviewed and approved by the first extraordinary general meeting of shareholders in 2022 held on February 16, 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
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 nine
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 fourteen
Section VI voting and resolutions of the general meeting of shareholders sixteen
Chapter V board of Directors nineteen
Section 1 Directors nineteen
Section II board of Directors twenty-two
Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-eight
Section II board of supervisors twenty-nine
Chapter VIII Party committee Chapter IX Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-three
Section III appointment of accounting firm thirty-three
Chapter X notice and announcement thirty-three
Section I notice thirty-three
Section II announcement thirty-four
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation thirty-five
Chapter XII special provisions 36 Chapter XIII amendment of the articles of Association 37 chapter XIV Supplementary Provisions thirty-eight
Annex I: thirty-nine
Annex II: fifty
Annex III: fifty-six
Annex IV: sixty
Chapter I General Provisions
Article 1 in order to standardize the organization and behavior of Faw Jiefang Group Co.Ltd(000800) (hereinafter referred to as “the company” or “the company”), adhere to and strengthen the overall leadership of the party, comprehensively improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of the company, shareholders and creditors, 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”), the law of the people’s Republic of China on state owned assets of enterprises (hereinafter referred to as the “law on state owned assets of enterprises”), the Interim Regulations on the supervision and administration of state owned assets of enterprises, the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other laws, administrative regulations, rules and normative documents, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The establishment of a car company in Changchun was approved by the State Administration for Industry and Commerce of the people’s Republic of China in the form of the official reply of the Economic Reform Commission of Jilin Province on the establishment of a car company limited (No. 55 document of the State Administration for Industry and Commerce of the people’s Republic of China on the establishment of a joint stock company) in the form of the official reply of the Economic Reform Commission of Jilin Province on the establishment of a car company.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on May 22, 1997, the company issued 300000 ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on June 18, 1997.
Article 4 registered name of the company
Full Chinese Name: Faw Jiefang Group Co.Ltd(000800)
Full English Name: FAW Jiefang Group Co., Ltd
Article 5 domicile of the company: No. 2259, Dongfeng Street, automobile development zone, Changchun City, Jilin Province
Postal Code: 130011
Article 6 the registered capital of the company is 4654114613 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 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 the company shall independently engage in business activities according to law, abide by national laws and regulations, maintain social and economic order, strengthen the construction of socialist spiritual civilization, and consciously accept the supervision of government departments and the public. The legitimate rights and interests of the company shall be protected by law and shall not be infringed upon. The company implements the system of general counsel.
Article 11 the rights and obligations of the company’s shareholders and the company’s Party committee and supervisors shall be legally binding on the date when the documents become effective. According to the articles of association, shareholders can sue shareholders, and shareholders can sue directors, supervisors, general manager and other senior managers of the company, including shareholders
Article 12 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.
Article 13 according to the provisions of the party constitution, the organization of the Communist Party of China shall be established to carry out party activities. The company shall establish the party’s working organization, allocate and strengthen the party affairs staff, and ensure the working funds of the party organization.
Chapter II business purpose and scope
Article 14 business purpose of the company
The company is committed to becoming a “China’s first and world-class” provider of intelligent transportation solutions. To this end:
(I) the company guarantees that its operation is legal and compliant;
(II) rely on the stable Chinese market, respond to the national strategy, strive to expand global influence and continuously improve the market share outside China;
(III) pursue the best economic benefits on the basis of ensuring the interests of shareholders, especially the preservation and appreciation of state-owned assets.
Article 15 after being registered according to law, the business scope of the company is as follows:
R & D, production and sales of medium and heavy trucks, complete vehicles, buses, bus chassis, medium-sized truck deformation vehicles, automobile assemblies and parts, machining, diesel engines and accessories (non vehicle), mechanical equipment and accessories, instruments and meters; Technical service and technical consultation; Installation and maintenance of mechanical equipment; Leasing of mechanical equipment and facilities; Rental of houses and plants; Labor services (excluding foreign labor cooperation and labor dispatch in China); Sales of steel, car trunk, hardware and electrical equipment and electronic products; Internal combustion engine detection; Engineering technology research and test; Advertising design, production and release; Import and export of goods and Technology (excluding the import business of publications and the commodities and technologies operated or prohibited by the state); (the following items are operated by branches) Chinese food production and sales, warehousing and logistics (excluding flammable, explosive and precursor hazardous chemicals), automobile repair, chemical liquid tank car tank body manufacturing and automobile trunk manufacturing. (the final registration shall be subject to the registration of the market supervision and administration department)
According to the market changes and the needs of the company’s business development, the company can adjust its business scope and mode. To adjust the business scope and mode, the articles of association shall be amended in accordance with the provisions of the articles of association and shall be changed and registered by the company registration authority. If the adjusted business scope belongs to the items restricted by Chinese laws and regulations, it shall be approved by the relevant competent authorities in accordance with the law.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the total number of ordinary shares approved to be issued by the company is 105000000. At the time of establishment, the company issued 750000000 shares to the initiator China FAW Group Corporation (now China FAW Group Co., Ltd.), accounting for 71.43% of the total number of ordinary shares that can be issued by the company.
Article 21 the total number of shares of the company is 4654114613. The capital structure of the company is now 4654114613 ordinary shares.
Article 22 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 23 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 CSRC.
Article 24 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 25 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;
(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 will not buy or sell its shares.
Article 26 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 27 the company’s acquisition of shares of the company due to items (I) and (II) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares for the reasons of items (III), (V) and (VI) of Article 25 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors and shall be carried out through public centralized trading.
After the company purchases the shares of the company in accordance with Article 25, if it falls under the circumstances of 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 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 the shares of the company held by the promoters shall not be transferred within one 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 to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; 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 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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.
