Inner Mongolia Xinhua Distribution Group Co., Ltd
Articles of Association (Draft)
December, 2002
catalogue
Chapter I General Provisions Chapter II business scope and purpose Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
Chapter IV Party Committee Chapter V shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter VI board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-five
Section III Special Committee of the board of Directors twenty-nine
Section IV Secretary of the board of Directors thirty
Chapter VII general manager and other senior managers Chapter VIII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors thirty-three
Section III resolution of the board of supervisors thirty-four
Chapter IX Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section 2 profit distribution thirty-six
Section III internal audit thirty-eight
Section IV appointment of accounting firm thirty-eight
Chapter X notice and announcement thirty-eight
Section I notice thirty-nine
Section 2 Announcement thirty-nine
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation forty
Chapter XII amendment of the articles of Association 42 Chapter XIII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Inner Mongolia Xinhua issuance Group Co., Ltd. (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”) ）These articles of association are formulated in accordance with relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is registered with the market supervision and Administration Bureau of Inner Mongolia Autonomous Region and has obtained the business license. The unified social credit code is 911500007014648448..
Article 3 registered name of the company: Inner Mongolia Xinhua Distribution Group Co., Ltd
English Name: Inner Mongolia Xinhua Distribution Group Co., Ltd
Article 4 company domicile: No. 1, 4th floor, No. 1 office building, No. 56, Xinhua Street, Hohhot, Inner Mongolia Autonomous Region, zip code 010020.
Article 5 the registered capital of the company is [] million yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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.
Article 9 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 10 the term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers confirmed by the board of directors.
Chapter II business scope and purpose
Article 11 business purpose of the company: as a state-owned cultural enterprise, the company must always put social benefits in the first place and realize the unity of social and economic benefits. We should adhere to the party’s leadership, adhere to the road of socialism with Chinese characteristics, adhere to the people-centered creative production orientation, follow the laws of the socialist market economy, follow the requirements of spiritual civilization construction, follow the laws of the production and dissemination of cultural products, take the socialist core values as the guide, and fully reflect the requirements of cultural exceptions within the framework of the reform of state-owned enterprises, We will actively promote the reform of state-owned cultural enterprises. Focusing on the establishment of a modern enterprise system with cultural characteristics, ensuring the implementation and improvement of cultural and economic policies and strengthening the supervision of state-owned cultural assets, establish and improve the system and mechanism to ensure that state-owned cultural enterprises put social benefits first and realize the unity of social and economic benefits, so as to build a backbone cultural enterprise with core competitiveness, Promote the great development and prosperity of socialist culture.
Article 12 after registration according to law, the business scope of the company: Wholesale and retail of books, newspapers and periodicals, audio-visual products and electronic publications, cultural goods, sporting goods and equipment, jewelry, handicrafts and collectibles, teaching materials, teaching aids and educational equipment; Wholesale and retail of forestry products; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Wholesale and retail of textiles, services and household goods; Wholesale and retail of mechanical equipment, hardware products and electronic products; advertising; Self owned house lease; Self owned property management; Logistics (except franchise); other warehousing (except dangerous warehousing services).
Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares.
Article 14 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 15 the par value of the shares issued by the company shall be indicated in RMB.
Article 16 at the time of the establishment of the company, the name of each promoter, the number of shares subscribed, the time of capital contribution, the method of capital contribution and the shareholding ratio are as follows:
Number of shares subscribed shareholding ratio serial number initiator name contribution time contribution method
(10000 shares) (%)
Currency of Inner Mongolia Autonomous Region
126412.20 December 12, 2006 99.62 press and Publication Bureau in kind
Inner Mongolia aixinda education seal
2102.00, December 12, 2006 currency 0.38 Business Co., Ltd
Article 17 the total number of shares of the company is [] 0000 shares, all of which are ordinary shares with a par value of RMB 1 per share.
Article 18 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Article 19 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its registered capital in the following ways through resolutions made by the general meeting of shareholders:
(i) Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Section II increase, decrease and repurchase of shares
Article 20 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 21 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for a listed company to safeguard its value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 22 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Article 23 the company’s acquisition of its shares under the circumstances specified in items (I) and (II) of Article 21 of the articles of association shall be subject to the resolution of the general meeting of shareholders.
If the company purchases its shares under the circumstances specified in paragraphs (3), (5) and (6) of Article 21 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.
After the company purchases the shares of the company in accordance with Article 21, if it falls under item (I), it shall cancel the shares within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall transfer or cancel the shares within 6 months; if it falls under items (3), (5) and (4) （6） Under the circumstances of paragraph, 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. If a listed company purchases its shares, it shall perform the obligation of information disclosure in accordance with the provisions of the Securities Law of the people’s Republic of China. A listed company （5） The acquisition of the company’s shares under the circumstances specified in item and item (6) shall be carried out through public centralized trading.
Section 3 share transfer
Article 24 the shares of the company may be transferred according to law.
Article 25 the company does not accept the company’s shares as the subject matter of the pledge.
Article 26 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 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 number of shares of the same type 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. If there are other provisions on employee stock ownership, such provisions shall prevail. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company’s shares, as well as other shareholders holding shares issued before the company’s initial public offering or shares issued by the company to specific objects, who transfer their shares of the company, shall not violate laws, administrative regulations and the regulations of the securities regulatory authority under the State Council on the holding period The time, quantity, method and information disclosure of sales shall comply with the business rules of Shanghai Stock Exchange.
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 securities held by them within 6 months after purchase, or buy them again within 6 months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
The shares of the company held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include the shares of the company held by their spouses, parents and children and by using the accounts of others.
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 the above-mentioned period, the shareholders have the right to directly report to the people’s court in their own name for the benefit of the company
