Sichuan Fulin Transportation Group Co.Ltd(002357)
constitution
February, 2002
Sichuan Fulin Transportation Group Co.Ltd(002357) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
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 seventeen
Chapter V board of Directors twenty
Section 1 Directors twenty-one
Section II board of Directors twenty-three
Section III independent directors twenty-seven
Section IV Secretary of the board of Directors thirty-one
Section V Special Committee of the board of Directors thirty-three
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors thirty-seven
Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-three
Section III appointment of accounting firm forty-three
Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement forty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Sichuan Fulin Transportation Group Co.Ltd(002357) (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”) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions.
The company was established by the overall change of Sichuan Sichuan Fulin Transportation Group Co.Ltd(002357) Group Co., Ltd. in the form of initiation; Registered with the market supervision and Administration Bureau of Mianyang City, Sichuan Province and obtained the business license. The unified social credit code of the business license is 915107007358967844.
Article 3 with the approval of China Securities Regulatory Commission on January 15, 2010, the company issued 21 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on February 10, 2010.
Article 4 Chinese registered name of the company: Sichuan Fulin Transportation Group Co.Ltd(002357)
English name of the company: Sichuan functional Transportation Group Co., Ltd
Article 5 company domicile: No. 98, north section of mianzhou Avenue, Mianyang City, Sichuan Province
Postal Code: 621000
Article 6 the registered capital of the company is RMB 313489036
Article 7 the business term of the company is 50 years.
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 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers.
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
Managers and 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 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: people-oriented, honest and dedicated; Safe, comfortable and sustainable.
Article 13 after being registered according to law, the business scope of the company includes: road passenger transportation, road cargo transportation (excluding dangerous goods), ordinary freight vehicles with a total mass of 4.5 tons or less, road cargo transportation (excluding network freight and dangerous goods), urban distribution and transportation services (excluding dangerous goods), small and micro bus rental and operation services, cruise taxi operation services, Sales of petroleum products (excluding hazardous chemicals), repair and maintenance of motor vehicles, part-time insurance agency business, wholesale of auto parts, retail of auto parts, general cargo storage services (excluding items requiring license and approval such as hazardous chemicals), low-temperature storage (excluding items requiring license and approval such as hazardous chemicals), sales of auto decoration products, parking lot services, China cargo transportation agency, information consulting services (excluding licensing information consulting services), road passenger transport station operation, enterprise management, enterprise management consulting, passenger ticket agency, ticket agency services, human resources services (excluding professional intermediary activities and labor dispatch services), labor services (excluding labor dispatch), business agency services, advertising, Advertising design, agency, motor vehicle charging sales, electric vehicle charging infrastructure operation, road cargo transportation station operation.
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 is 1 yuan per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company and the number and proportion of shares subscribed at the time of establishment of the company are as follows:
Sponsor
No. number of shares subscribed (10000 shares) subscription proportion (%) (name / name)
1 Sichuan Fulin Industrial Group Co., Ltd. 3253.777 53.659
2 anzhifu 882 14.545
3 Anton 480 7.916
4 Xue Wanchun 302 4.980
5 Nie Zheng 180 2.968
6 Nie Dan 180 2.968
7 Li Yizhong 90 1.484
8 Chen Shuguang 90 1.484
9 Anzhou 60 0.989
10 Xu wave 60 0.989
11 Huang Zhiping 60 0.989
12 LV Daquan 60 0.989
13 Cao Yong 30 0.495
14 Ningbo 60 0.989
15 Xie Zhongxian 30 0.495
16 Li Qiang 30 0.495
17 Kou Rongsheng 30 0.495
18 Li Dan 60 0.989
19 Wu Yuhua 30 0.495
20 Liu Yichi 30 0.495
21 Nie Yong 18 0.297
22 weeks Heda 12 0.198
23 Liang Tao 12 0.198
24 Liu Jiefang 6 0.099
25 Jiangming 6 0.099
26 Wang Zhi 6 0.099
27 Wang Xiaohong 6 0.099
Total 6063.777 100.00
The promoters of the company take the net assets corresponding to their interests in the former Sichuan Sichuan Fulin Transportation Group Co.Ltd(002357) Group Co., Ltd. as their contribution to the company, and their contribution has been verified by Sichuan JUNHE certified public accountants Co., Ltd. in the capital verification report (jhyz (2007) No. 2005).
Article 19 the total number of shares of the company is 313489036, 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 the company operates according to
