China United Network Communications Limited(600050) articles of Association
(reviewed and approved at the fourth extraordinary general meeting of shareholders in 2021)
catalogue
Chapter I General Provisions two
Chapter II party organization four
Chapter III business purpose and scope six
Chapter IV shares seven
Section 1 issuance of shares seven
Section II increase, decrease and repurchase of shares eight
Section III share transfer eleven
Chapter V shareholders and general meeting of shareholders twelve
Section 1 shareholders twelve
Section II general meeting of shareholders seventeen
Section III convening of the general meeting of shareholders twenty
Section IV proposal and notice of shareholders’ meeting twenty-three
Section V convening of the general meeting of shareholders twenty-five
Section VI voting and resolutions of the general meeting of shareholders thirty-one
Chapter VI board of Directors thirty-nine
Section 1 Directors forty
Section II board of Directors forty-four
Chapter VII senior management fifty-two
Chapter VIII board of supervisors fifty-five
Section I supervisors fifty-five
Section II board of supervisors fifty-seven
Chapter IX Financial Accounting system, profit distribution and audit fifty-nine
Section I financial accounting system fifty-nine
Section II Internal Audit sixty-two
Section III appointment of accounting firm sixty-two
Chapter X notice and announcement sixty-three
Section I notice sixty-four
Section II announcement sixty-five
Chapter XI merger, division, capital increase, capital reduction and liquidation sixty-five
Section 1 merger, division, capital increase and capital reduction sixty-five
Section 2 dissolution and liquidation sixty-seven
Chapter XII amendment of the articles of Association Chapter 13 investor relations management 72 chapter XIV Supplementary Provisions seventy-two
general provisions
Article 1 in order to safeguard the legitimate rights and interests of China United Network Communications Limited(600050) (hereinafter referred to as “the company”), shareholders and creditors, standardize the organization and behavior of the company, adhere to and strengthen the party’s overall leadership, improve the corporate governance structure and build a modern enterprise system with Chinese characteristics, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) The articles of association are formulated in accordance with 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 and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and regulations. The company was established on December 31, 2001 by way of sponsorship with China United Communications Co., Ltd., China Unicom paging Co., Ltd., China Unicom Xingye science and Trade Co., Ltd., Beijing Unicom Xingye science and Trade Co., Ltd. and China Unicom import and Export Co., Ltd. as sponsors and approved by Guo Jing Mao Qi Gai [2001] No. 1361 document of the State Economic and Trade Commission of the people’s Republic of China. The company is registered with Beijing Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91310000710929383p.
Article 3 on September 13, 2002, the company was approved by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) to issue 500 million RMB common shares to the public for the first time, and was listed on the Shanghai Stock Exchange on October 9, 2002.
Article 4 registered name of the company: China United Network Communications Limited(600050)
English Name: China United Network Communications Limited
Article 5 company domicile: Floor 4, No. 21, Financial Street, Xicheng District, Beijing
Postal Code: 100033
Article 6 the registered capital of the company is 30991393212 yuan.
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 the articles of association 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 from the date of entry into force. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, President and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, President and other senior managers of the company in accordance with the articles of association.
Article 11 the company adheres to the rule of law and strives to build a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding and integrity.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the company’s senior vice president, general legal adviser, Secretary of the board of directors, chief financial officer and financial principal.
Chapter II Party Organizations
Article 13 in accordance with the articles of association of the Communist Party of China and with the approval of the superior party organization, a China United Network Communications Limited(600050) Committee of the Communist Party of China (hereinafter referred to as “Party committee” or “company Party committee”) shall be established. At the same time, a party discipline Inspection Committee (hereinafter referred to as “Discipline Inspection Committee” or “company discipline inspection committee”) shall be established in accordance with relevant regulations to carry out party activities and establish the party’s working organization, We will allocate and strengthen party affairs staff and ensure the work funds of Party organizations.
Article 14 the Party committee shall have one secretary and several other party committee members. In principle, the chairman and the Secretary of the Party committee shall be held by one person, the president of the Party member shall be the Deputy Secretary of the Party committee, and the Party committee shall be equipped with full-time deputy secretaries responsible for Party construction. Adhere to and improve the leadership system of “two-way entry and cross appointment”. Qualified members of the Party committee team can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures.
Article 15 the Party committee of the company shall play a leading role, take direction, manage the overall situation, promote implementation, and discuss and decide major matters of the company in accordance with regulations. The main responsibilities are:
（1） Strengthen the political construction of the company’s party, adhere to and implement the fundamental system, basic system and important system of socialism with Chinese characteristics, educate and guide all Party members to always maintain a high degree of consistency with the Party Central Committee with Xi Jinping comrades as the core on the political position, political direction, political principles and political path;
（2） Deeply study and implement Xi Jinping the thought of socialism with Chinese characteristics in the new era, study and publicize the party’s theory, implement the party’s line, principles and policies, and supervise and ensure the implementation of major decisions and arrangements of the Party Central Committee and resolutions of higher-level party organizations in the company;
（3） Study and discuss major business and management matters of the company, and support the general meeting of shareholders, the board of directors, the board of supervisors and the management to exercise their functions and powers according to law;
（4） Strengthen the leadership and control over the selection and employment of the company, and pay close attention to the construction of the company’s leading group, cadre team and talent team;
（5） Fulfill the main responsibility for building a clean and honest government of the company, lead and support the Discipline Inspection Commission in performing its responsibilities of supervision, discipline enforcement and accountability, strictly enforce political discipline and political rules, and promote the extension of strict party governance to the grass-roots level;
（6） Strengthen the construction of grass-roots party organizations and Party members, unite and lead the staff and workers to actively participate in the reform and development of the company;
（7） Lead the company’s ideological and political work, spiritual civilization construction and united front work, and lead the company’s trade union, Communist Youth League, women’s organizations and other mass organizations.
Article 16 major business and management matters shall be studied and discussed by the party organization before the board of directors makes a decision in accordance with its functions and powers and specified procedures.
Chapter III business purpose and scope
Article 17 the company’s business purpose: to invest in the telecommunications industry, promote the development of China Telecom Corporation Limited(601728) industry and contribute to the promotion of national economy and social informatization in accordance with the requirements of national laws, regulations and industrial policies.
Article 18 after being registered according to law, the business scope of the company is: investment in the telecommunications industry. The company only holds the equity of China United Network Communications (Hong Kong) Co., Ltd. (“China Unicom (Hong Kong) Limited”, hereinafter referred to as “Unicom red chip company”) through China Unicom (BVI) Limited (“China Unicom (BVI) Limited”), and maintains the actual control over China Unicom red chip company. During the duration of the company, the shares of China Unicom BVI held by the company shall not be transferred, pledged or set up any third-party rights in any form.
Article 19 Unless otherwise specified in the articles of association, the business purpose and business scope of the company shall not be changed during the existence of the company. The company shall not make any debt financing unless it maintains its daily expenses.
Chapter IV shares
Section 1 share issuance
Article 20 the shares of the company shall be in the form of shares.
Article 21 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 22 the par value of the shares issued by the company shall be indicated in RMB.
Article 23 the shares of the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “the registration company”).
Article 24 the promoters of the company are China United Communications Co., Ltd., China Unicom paging Co., Ltd., China Unicom Xingye science and Trade Co., Ltd., Beijing Unicom Xingye science and Trade Co., Ltd. and China Unicom import and Export Co., Ltd. Among them, China United Communications Co., Ltd. invested 51% of the equity of China Unicom BVI company held by it when the company was established, and China Unicom paging Co., Ltd., China Unicom Xingye science and Trade Co., Ltd., Beijing Unicom Xingye science and Trade Co., Ltd. and China Unicom import and Export Co., Ltd. subscribed for the company’s shares with 1 million yuan each.
Article 25 the total number of shares of the company is 30991393212 shares, all of which are ordinary shares.
Article 26 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 27 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:
（1） 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.
After the company’s capital increase and issuance of new shares are approved in accordance with the provisions of the articles of association, it shall be handled in accordance with the procedures specified in relevant national laws and regulations.
Article 28 according to the provisions of the articles of association, the company may reduce its registered capital. The company shall reduce its registered capital in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 29 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） 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） 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;
（5） Use the shares to convert the corporate bonds issued by the company into shares; （6） It is necessary for the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 30 the company may repurchase shares in one of the following ways:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 29 of the articles of association, it shall be carried out through public centralized trading.
Article 31 Where the company purchases its shares under the circumstances specified in items (1) and (2) of Article 29 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. The company is under the circumstances specified in items (3), (5) and (6) of Article 29 of the articles of association
