Guangdong Hongda Holding Group Co., Ltd
constitution
December, 2001
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders thirteen
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders twenty
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of Directors twenty-nine
Section 1 Directors thirty
Section II board of Directors Chapter VI general manager and other senior managers 39 Chapter VII board of supervisors forty-one
Section I supervisors forty-one
Section II board of supervisors Chapter VIII Party Congress and Party Committee forty-four
Section 1 Party members’ meeting forty-four
Section 2 members of the Party Committee forty-five
Section III Party Committee Chapter IX incentive and restraint mechanism and salary incentive forty-eight
Section I performance and performance evaluation of directors, supervisors and senior managers forty-eight
Section II salary and incentive Chapter X financial accounting system, profit distribution and audit forty-nine
Section I financial accounting system forty-nine
Section II Internal Audit fifty-two
Section III appointment of accounting firm 53 Chapter XI notices and announcements fifty-three
Section I notice fifty-three
Section 2 Announcement Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation fifty-six
Section 1 merger, division, capital increase and capital reduction fifty-six
Section 2 dissolution and liquidation 57 Chapter 13 stakeholders, environmental protection and social responsibility Chapter XIV amendment of the articles of Association 60 Chapter XV Special Provisions 61 Chapter XVI Supplementary Provisions sixty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 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 established by the overall change of Guangdong Guangdong Hongda Blasting Co.Ltd(002683) Engineering Co., Ltd., registered in Guangdong Administration for Industry and commerce according to law, obtained a business license, and the unified social credit code is 91440000190321349c.
Article 3 with the approval of China Securities Regulatory Commission on April 28, 2012, the company issued 54.76 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on June 12, 2012.
Article 4 registered name of the company: Guangdong Hongda Holding Group Co., Ltd
English Name: Guangdong Hongda Holdings Group Co., Ltd
Article 5 company domicile: 21 / F, North Tower, Jinbin Tengyue building, No. 49-2, Huaxia Road, Zhujiang New Town, Tianhe District, Guangzhou.
Postal Code: 510623.
Article 6 the registered capital of the company is RMB 748760423.
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, 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 “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 business purpose of the company: abide by national laws, regulations and policies, always adhere to the development concept of innovation, coordination, green, openness and sharing, carry forward excellent entrepreneurship, actively fulfill social responsibilities, take customers as the center and talents as the foundation, constantly innovate, realize the sustainable and stable development of the company and create good economic and social benefits, Provide excellent returns to shareholders and employees.
Article 13 after being registered according to law, the business scope of the company: general contracting of mine engineering construction, blasting and demolition engineering, earthwork engineering, foundation and foundation engineering and tunnel engineering; Production and sale of civil explosives produced by the enterprise; Contracting overseas blasting and demolition, earthwork works and domestic international bidding projects, and exporting equipment and materials required for the above overseas projects; Design, construction, safety assessment and safety supervision of blasting operation projects; Technical R & D and consulting services related to the above, blasting slag removal, mechanical equipment leasing; Production and operation of basic engineering, waterway engineering and civil explosive equipment; Engineering technology R & D and consulting services; Scientific research, production and sales of military products; Industrial investment, asset management and fund management; Technology development; Enterprise management and consulting, asset leasing services. (the above items shall be operated according to the valid certificate of the company)
The business scope of the company shall be subject to the final approval of the administrative department for Industry and commerce.
Article 14 special provisions on military matters
(i) The company accepts orders for national military products and ensures that the scientific research and production tasks of national military products are completed according to the specified progress, quality and quantity;
（2） The company strictly implements national security and confidentiality laws and regulations, establishes confidentiality work system, confidentiality responsibility system and military product information disclosure review system, implements the confidentiality responsibilities of confidential shareholders, directors, supervisors, senior managers and intermediaries, and accepts the supervision and inspection of relevant security and confidentiality departments to ensure the security of state secrets;
（3） The company strictly abides by the regulations on the management of military key equipment and facilities, strengthens the registration and disposal management of military key equipment and facilities, and ensures the safe, complete and effective use of military key equipment and facilities;
（4） The company strictly abides by the management regulations on scientific research and production license of weapons and equipment;
（5） In accordance with the regulations on national defense patents, the company performs the examination and approval procedures for the application, implementation, transfer, confidentiality, decryption and other matters of national defense patents to protect national defense patents;
（6） When the modification or approval of the new articles of association involves relevant special provisions, the company shall perform relevant legal procedures with the consent of the competent department of national defense science, technology and Industry under the State Council;
（7） The company implements the provisions of the national defense law of the people’s Republic of China and the National Defense Mobilization Law of the people’s Republic of China, completes the specified mobilization tasks after the state issues the mobilization order, and accepts the expropriation of relevant assets according to law according to the needs of the state;
（8） Before the change of the controlling shareholder of the company, the company, the original controlling shareholder and the new controlling shareholder shall respectively perform the approval procedures to the competent department of national defense science, technology and Industry under the State Council; in case of the change of the chairman and general manager, the company shall report to the competent department of national defense science, technology and Industry under the State Council for the record; the company selects overseas independent directors or The employment of foreign personnel shall be reported to the competent department of national defense science, technology and Industry under the State Council for examination and approval in advance; In case of major acquisition, if the acquirer holds more than 5% (including 5%) shares of the company independently or in combination with other persons acting in concert, the acquirer shall report to the competent department of national defense science, technology and Industry under the State Council for the record.
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 kind shall be issued
1. Shares have equal 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 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 collected in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Central depository.
Article 19 the promoters of the company shall use the original Guangdong Guangdong Hongda Blasting Co.Ltd(002683) project held by them when the company is established
The net assets corresponding to the equity of the limited company were converted into shares to subscribe for the shares of the company, and the registered capital was in 2007
It was fully paid on December 19, 2014. The promoters and the number of shares subscribed by them are as follows:
Name of the promoters of the company and the number of shares subscribed at the time of establishment:
Number of shares (shares) subscribed by the name of the company’s promoters in the proportion of total share capital (%)
Guangdong Guangye Assets Management Co., Ltd. 1850000028.46153846
Guangdong Engineering Technology Research Institute 48750007.50000000
Guangdong yipec Environmental Protection Industry Co., Ltd. 48750007.50000000
Guangdong guangzhiye Economic Development Co., Ltd. 10000001.53846154
Total: 2925000045
Name of natural person promoter and number of shares subscribed at the time of establishment:
Proportion of shares subscribed by name (shares) to total share capital (%)
Zheng bingxu 1243960019.13784615
Wang Yongqing 1029460015.83784615
Liu Chang 20809003.20138462
Li Ronghui 8667001.33338462
Luo Huikun 7000001.07692308
Fu Jianqiu 6500001.00000000
Xiao Wenxiong 6500001.00000000
Miao Shisheng 6500001.00000000
Chen yingyao 6500001.00000000
Xiao Mei 6500001.00000000
Li Pingfeng 6500001.00000000
Wei Hanfang 6500001.00000000
Zhao Weiqing 6500001.00000000
Mo Chunwei 6500001.00
