Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-030 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
China Wuyi Co.Ltd(000797) articles of Association
(the system was revised by the resolution of the company's first extraordinary general meeting of shareholders in 2022 on February 17, 2022)
Preface original clause revised clause
number
11.7 the registered capital of the company is RMB one hundred and fifty-one hundred and fifty-seven million nine hundred and ninety-eight thousand two million seventeen million seven hundred and fifty-four thousand two hundred and seventeen yuan and thirteen yuan only. Whole.
2.31 no structure, 15 is its 7.60: other companies, 99 general types, 8-way classes, 2 shares, 1 share and 3 shares. The total number of shares is 1,5, the number of shares is 70, 9 companies are 98, 21 shares, 3 principal shares and 3 shares are 1, 15, 7.60 Gonggong, 75 companies, 4 shares, 2 shares, 1 share, 7 share capital summary, the number structure is inaction, 1: he, 5 general, 7 types, 0 general classes, 75 shares, 4,2. seventeen
4.2.1 the general meeting of shareholders is the authority of the company. According to 4.2.1 the general meeting of shareholders is the authority of the company, it exercises the following functions and powers:
The organization shall exercise the following functions and powers according to law:
(13) Review the company's single foreign investment (Finance) (.... 1 not. 3) including the foreign land investment and land investment used for the approval of the property sheet issued by the real estate and public land company, except 50% of the auxiliary value of assets), which is overweight and too large, and the latest investment project; Audit the net capital of 3 houses, and calculate the self funded land, property and material audit items; Projects, net shares, capital reserve and equivalent projects) the most important projects undertaken by more than 10 projects are nearly one investment in major projects (more than or.... 1. The most over. 8) the amount of the most recently audited 10, the most recently funded 21, the most recently audited single financial accounting, the most recent net financial accounting, the amount of the financial assistance for the most recent financial accounting period, the amount of the financial audit, the amount of the accumulated 10%, and the capital accounting or asset liability ratio exceeds 70%;
4.6.3 the following matters shall be passed by special resolution of the general meeting of shareholders:
(1) Amend the articles of Association; (1) Amend the articles of association and its annexes (including share (2)) to increase or reduce the registered capital; The rules of procedure of Dongda meeting, the rules of procedure of the board of directors and (3) the rules of procedure of the company's merger, division, dissolution or the board of supervisors);
4. Change the company form; (2) Increase or decrease the registered capital;
(4) (3) merger, division, dissolution or change of major assets of the company or the amount of guarantee exceeds the form of the company within 12 consecutive months;
30% of total assets; (4) Spin off its subsidiaries for listing;
(5) Issuing stocks, convertible corporate bonds, (5) purchasing and selling major preferred shares within 12 consecutive months and other securities whose assets or guarantee amount exceeds the total assets of the company approved by the CSRC; Thirty percent;
(6) Repurchase of shares; (6) Issuing stocks, convertible corporate bonds, and (7) major asset restructuring; First shares and other securities approved by the CSRC (8) equity incentive plan; varieties;
(9) The general meeting of shareholders has decided to withdraw the company on its own initiative (7) to buy back shares for the purpose of reducing registered capital, and the shares are listed and traded on the stock exchange;
Decide not to trade in the exchange or turn to (8) major asset restructuring;
Apply for trading in other trading places or transfer to (9) equity incentive plan;
Give Way; (10) The general meeting of shareholders decides to withdraw the company's shares voluntarily. (10) the general meeting of shareholders lists and trades on the stock exchange with the confirmation vote of ordinary resolution, and decides on other matters that will not have a significant impact on the company, need to be traded on the exchange again, or turn to apply for approval in other special resolutions; Trading or transfer in the trading place;
(11) Laws, administrative regulations and departmental regulations (11) other matters that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the chapter, normative documents and the Listing Rules of the company, and need to be adopted by special resolution and other rules of the exchange, the articles of association or shares;
Other matters required by the rules of procedure of the East University meeting (12) laws and regulations, relevant provisions of the exchange and adoption of special resolutions by the public. The proposals mentioned in Item (9) of the preceding paragraph as stipulated in the articles of association of the company or the rules of procedure of the general meeting of shareholders, except for the matters that need to be passed by special resolution.. In addition to being approved by more than two-thirds of the votes held by the shareholders attending the general meeting of shareholders and the rights mentioned in items (4) and (10) of the preceding paragraph, the proposal shall also be submitted. In addition to being approved by more than two-thirds of the votes held by the shareholders attending the general meeting of shareholders, in addition to being approved by more than two-thirds of the votes held by the directors of the listed company Senior managers and those who should attend the meeting separately, except for the directors of the listed company or the supervisors who jointly hold 5% of the listed company Senior managers and other shareholders other than those holding more than 5% of the shares of the listed company alone or in total hold more than 2 / 3 of the voting rights, and shareholders other than Tongdong hold more than 3 / 3 of the voting rights. More than two thirds passed.
5.1.6 a director may propose before the expiration of his term of office. 5.1.6 a director may resign before the expiration of his term of office. When a director resigns, he shall submit a written resignation to the board of directors. The resignation of a director shall be reported to the board of directors. The board of directors will disclose that it has submitted a written resignation report within 2 days. The board of directors will review the situation.
Disclose relevant information within 2 days. If the number of members of the board of directors of the company is lower than the minimum quorum due to the resignation of directors or the resignation 5 of independent directors is lower than the minimum quorum due to the resignation of directors, the original directors shall still act according to one-third of the directors or the independent directors who have no special accounting laws before the re elected directors who have fewer independent directors than the members of the board of directors take office In case of administrative regulations, departmental rules and regulations, the resignation report shall be submitted to the next director to perform his duties as a director in accordance with the articles of association. The resignation of a director shall be effective unless the vacancy arising from his resignation is filled.
Before the resignation report takes effect, the resignation report of the director to resign shall take effect when it is delivered to the board of directors. The directors or supervisors shall continue to perform their duties in accordance with relevant laws and regulations and the articles of association, but there are circumstances specified in paragraph 1 of article 5.1.1 of these articles of association
Except for the shape.
Except for the circumstances listed in the preceding paragraph, the resignation of a director shall take effect when the resignation report is delivered to the board of directors. If a director resigns, the company shall complete the by election within two months.
5.2.6 the company's foreign investment and guarantee must be deliberated by the board of directors or the general meeting of shareholders. 5.2.6 the company's financial assistance and external guarantee made by the board of directors using the company's assets must have the authority of external investment or external guarantee, which shall not be considered by the board of directors.
The company's foreign investment exceeding the latest audited net asset value exceeds 6.10% of the latest audited net asset value, and strict review and decision-making procedures shall be established for major projects with 50% of the net asset value. Major investments exceeding 10% of the net asset value of the company reviewed by relevant experts and professionals in the latest audit shall be reported to the general meeting of shareholders for approval. Relevant experts and professionals shall be organized to review the project and report to the general meeting of shareholders for approval.
8.1.4 if the supervisor is not re elected in time after the expiration of his term of office, or the number of members of the board of supervisors is lower than the quorum due to the resignation of the supervisor during his term of office, or the employee representative supervisor is re elected due to the resignation of the supervisor before the expiration of his term of office, Or if the number of members of the board of supervisors is less than one-third of the number of members of the board of supervisors due to the resignation of supervisors during their term of office, if the number of supervisors is less than 7 before the re elected supervisors take office, the original supervisors shall still take office in accordance with relevant laws and regulations before the re elected supervisors take office in accordance with relevant laws and regulations Continue to perform their duties in accordance with the provisions of administrative regulations, the articles of association and the articles of association
However, there is a certain in article 8.1.1 of the articles of association to perform the duties of supervisor. Except as provided in paragraph.
If the supervisor resigns, the company shall complete the by election within two months.
catalogue
1.0 general- 5 -
2.0 business purpose and scope- 7 -
3.0 shares- 7 -
4.0 shareholders and general meetings- 12 -
5.0 board of Directors- 36 -
Party organization. 6 company- 47 -
7.0 managers and other senior managers- 49 -
8.0 board of supervisors- 52 -
9.0 financial accounting system, profit distribution and audit- 55 -
10.0 notices and announcements- 61 -
11.0 merger, division, capital increase, capital reduction, dissolution and liquidation- 62 -
12.0 amendment of the articles of Association- 67 -
13.0 Supplementary Provisions- 68 - 11.0 general
1.11.1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, establish a modern state-owned enterprise system with Chinese characteristics and standardize the organization and behavior of the company, 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 articles of association of the Communist Party of China (hereinafter referred to as the "party constitution") and relevant laws and regulations, Formulate the articles of association.
1.21.2 scope of application
The articles of association are applicable to the company's shareholders, the company and its affiliated units, the company's Party organizations and other interested parties.
1.31.3 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant provisions.
The company was approved by Fujian Provincial People's government's min Zhi Zhi Gu [1996] No. 35 document, and was exclusively initiated by Fujian Construction Engineering Group Corporation. It was established by raising funds, registered with Fujian Provincial Administration for Industry and commerce, obtained a business license, and unified social credit Code: 91350000158143095k.
1.41.4 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on June 11, 1997, the company issued 77 million RMB ordinary shares to the society for the first time, and was listed on Shenzhen Stock Exchange on July 15, 1997.
1.51.5 registered name of the company:
Full Chinese Name: China Wuyi Co.Ltd(000797) .
Full English Name: chinawuyi Co., Ltd
1.61.6 company domicile: 4 / F, Zhidi square, No. 89, Wusi Road, Fuzhou, Fujian Province Postal Code: 350003.
1.71.7 the registered capital of the company is one billion five hundred seventy-seven million seven hundred fifty-four thousand two hundred and seventeen yuan only.
1.81.8 the company is a permanent joint stock limited company.
1.91.9 the chairman is the legal representative of the company.
1.101.10 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, and the company shall be liable for the debts of the company to the extent of all its assets.
1.111.11 from the effective date, the articles of association of the company has 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 and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
1.121.12 according to the provisions of the party constitution, the company establishes the organization of the Communist Party of China to carry out party activities. The party organization plays the role of leadership core and political core, and ensures the direction, overall situation and implementation. The company shall establish the working organization of the party and be equipped with sufficient personnel
