Hichain Logistics Co.Ltd(300873)
constitution
March, 2002
catalogue
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 3 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 the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system 38 section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 46 Chapter XIII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hichain Logistics Co.Ltd(300873) (hereinafter referred to as the “company”), shareholders and creditors 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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The guidelines for the articles of association of listed companies (hereinafter referred to as the “guidelines for the articles of association”), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “guidelines for the standardized operation”) and other relevant laws, regulations 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 company was founded on the basis of Jiangsu Haichen Logistics Co., Ltd. in the form of overall change; The company is registered with Suzhou market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 913205095810498801.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on August 3, 2020, issued 33333334 RMB ordinary shares to the public in China for the first time, and was listed on the gem of Shenzhen Stock Exchange on August 24, 2020.
Article 4 registered name of the company:
Full Chinese Name: Hichain Logistics Co.Ltd(300873)
Full English Name: hichain Logistics Co., Ltd
Article 5 domicile of the company: No. 111, Quanhai Road, Wujiang Economic and Technological Development Zone
Article 6 the registered capital of the company is RMB 133333334.
If the company changes its total registered capital due to the increase or decrease of its registered capital, after the general meeting of shareholders passes the resolution approving the increase or decrease of its registered capital, it shall pass a resolution on the amendment of the articles of association and authorize the board of directors to handle the registration of the change of its registered capital.
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 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 and 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 “senior managers” as mentioned in the articles of association refers to the general manager and other senior managers of the company; Other senior managers refer to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 business purpose of the company: adhering to the business philosophy of industrial logistics, taking customer demand as the guidance, customer satisfaction as the purpose, technological innovation as the means and industry leadership as the goal, the company is committed to providing customers with integrated logistics solutions such as intelligent transportation, warehousing, customs affairs and international freight forwarding.
Article 14 after being registered according to law, the business scope of the company is:
(1) General cargo and special cargo transportation (container); Warehousing services: including loading and unloading, storage, classification, sub packaging, selection, labeling, simple processing, maintenance and testing of goods in the warehouse; Undertake the international transportation agency business of import and export goods by sea, air and land, including: Cargo solicitation, space booking, warehousing, transit, container assembly and unpacking, settlement of freight and miscellaneous charges, customs protection, insurance reporting, insurance, relevant short-distance transportation services and transportation consulting business; Freight agency; Engage in the wholesale, import and export business of various commodities (not involving the commodities under the administration of state-owned trade, but involving the commodities under the administration of quotas and licenses, the application shall be handled in accordance with the relevant provisions of the state); Logistics information consultation; R & D and sales of computer software and hardware and electronic components, and provide relevant technology transfer, technical consultation and technical services. (the registration content shall be subject to the content approved by the industry and Commerce)
(2) With the approval of the general meeting of shareholders and the competent examination and approval authority, its business scope can be changed or amended in the future.
(3) All activities of the company shall comply with the publicly available laws and regulations issued by the people’s Republic of China and the decisions of relevant departments of the people’s Republic of China.
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 company is established by Jiangsu Haichen Logistics Co., Ltd. in the form of overall change. All promoters have made full contributions according to the company shares they have subscribed for. The promoters and their subscribed shares are as follows:
Name of sponsor number of shares (10000 shares) shareholding ratio (%) contribution method
Liang Chen 348075 42.50 net assets converted into shares
New logiston 204750 25.00 net assets into shares limited
Wujiang Brothers Investment Center (limited partnership) 184275 22.50 net assets converted into shares
Suzhou Hengtong Yongxin Venture Capital Enterprise Co., Ltd. (819.00 10.00 net assets into shares partnership)
Article 20 the total number of shares of the company is 133333334, and the capital structure of the company is 133333334 ordinary shares.
Article 21 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 22 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 23 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 24 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) 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.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 24 of the articles of association 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 24 of the articles of association, it may be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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. If the total number of shares held by the company exceeds 10% of the total number of shares issued in Item (VI) or item (III) of the company, it shall not be cancelled in Item (V) or item (III) of the company.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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.
If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall still abide by the above restrictive provisions within the term of office determined at the time of taking office and within six months after the expiration of his term of office.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity bonds held by them within 6 months after buying, or buy them again within 6 months after selling. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, 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 paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders according to their shares
