Shenyang Commercial City Co.Ltd(600306) articles of Association
(revised in March 2022)
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III shares
Chapter IV shareholders and general meeting of shareholders
Chapter V board of directors
Chapter VI president and other senior managers
Chapter VII board of supervisors
Chapter VIII Financial Audit and profit distribution system
Chapter IX notice and announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Chapter XI amendment of the articles of Association
Chapter XII supplementary provisions
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, the 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) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”). With the approval of Shenyang Municipal People’s Government (SZ [1999] No. 68), Shenyang Commercial City (Group), Shenyang associated company, Shenyang Storage and transportation group company, Shenyang Tiexi commercial building and Shenyang Chemical Co.Ltd(000698) raw materials Corporation are the initiators of the company to subscribe all shares. The company is established in the form of initiation; Registered with Shenyang Administration for Industry and Commerce and obtained a business license with the business license number of 912101007157228599.
The company absorbed and merged Shenyang tiebai Co., Ltd. in April 2000.
Article 3 the company issued 45 million ordinary shares in RMB to the public for the first time with the approval of the CSRC on December 6, 2000, and was listed on the Shanghai Stock Exchange on December 26, 2000.
Article 4 registered name of the company: Shenyang Commercial City Co.Ltd(600306)
Full English Name: Shenyang Commercial City Co., Ltd
Article 5 domicile of the company: No. 212, Zhongjie Road, Shenhe District, Shenyang City. Postal Code: 110011
Article 6 the registered capital of the company is RMB 231574918.
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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, 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 with the goal of integrity-based, quality first and customer satisfaction, continuously improve the service quality and create a valuable department store service platform to serve merchants and customers. Constantly innovate and forge ahead to build a competitive and socially responsible modern service-oriented enterprise.
Article 13 permitted business items: Wholesale and retail of prepackaged food and bulk food (including refrigerated and frozen food), dairy products (including infant formula milk powder), and retail of alcohol; Tobacco retail; Retail of books and newspapers; Retail of audio-visual products. General business items: clothing, shoes and hats, knitwear and textiles, cosmetics, luggage and leather goods, watch glasses, gold and silver jewelry and accessories, household goods, hardware and electrical materials, household appliances, audio-visual equipment, mobile phones, digital products, communication equipment, photographic equipment, children’s toys, furniture, flowers, office supplies, daily necessities, sporting goods, sports equipment Arts and crafts (excluding cultural relics), souvenirs, pet supplies and pet food sales, primary Shenzhen Agricultural Products Group Co.Ltd(000061) (including vegetables), aquatic products sales, skating rink management services, house and venue leasing, warehousing (excluding dangerous chemicals), production, agency and release of various advertisements at home and abroad, Sales of class I and class II medical devices (except for items prohibited by laws and regulations and not approved due to approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.) “
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 shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation. Article 18 the total number of shares approved to be issued by the company for the first time is 137.03 million shares, of which 75 million shares are fully subscribed by the promoters at the time of establishment, accounting for 54.73% of the total number of shares issued by the company. Shenyang Commercial City (Group) subscribes for the company’s shares with its operating assets, and this part of assets is converted into 736677 million shares in the proportion of 1:066615 after evaluation and confirmation, The part exceeding the par value of the shares shall be included in the company’s capital reserve; Other promoters subscribed for the company’s shares in equal cash, which was converted into 1332300 shares in total according to the same proportion. When the company absorbed and merged Shenyang tiebai Co., Ltd., it issued 17.03 million additional shares, accounting for 12.43% of the total number of shares issued by the company, which were exchanged by the shareholders of Shenyang tiebai Co., Ltd. with the company’s shares held by them in the proportion of 1.5247:1. 45 million additional public shares were issued, accounting for 32.84% of the total issued shares, and the part exceeding the par value of the shares was included in the company’s capital reserve.
Article 19 the total number of shares of the company is 231574918, all of which are ordinary shares in RMB.
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 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） Distribute 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.
Article 22 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 23 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） Necessary for safeguarding the company’s value and shareholders’ equity.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where a company purchases its own shares, it 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 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; Under the circumstances specified in items (3), (5) and (6), 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. The specific implementation rules shall be implemented in accordance with relevant laws, administrative regulations or rules.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 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 shares 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. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by China Securities Depository and Clearing Corporation Shanghai Branch. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） The pledge, donation or transfer of shares held by them in accordance with the provisions of these laws and regulations;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 35 If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties and causes losses to the company, the shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
The board of supervisors and the board of directors refuse after receiving the written request of shareholders specified in the preceding paragraph
