Zhejiang China Commodities City Group Co.Ltd(600415)
constitution
December, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI shares Voting and resolutions of the eastern general meeting Chapter V board of directors section I directors section II board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors section I supervisors section II board of supervisors Chapter VIII Party organizations of the company section I institutional setting of Party organizations section II responsibilities of Party organizations of the company section III main procedures for Party organizations of the company to participate in decision-making Chapter IX Financial meeting Accounting system, profit distribution and Audit Section 1 financial accounting system section 2 Internal Audit Section 3 appointment of accounting firms Chapter 10 notice and announcement section 1 notice section 2 announcement Chapter 11 merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, separation Capital increase and reduction section 2 dissolution and liquidation Chapter 12 amendment to the articles of Association chapter 13 supplementary provisions
Zhejiang China Commodities City Group Co.Ltd(600415) articles of Association
general provisions
Article 1 in order to meet the requirements of the development of socialist market economy, establish a modern state-owned enterprise system with Chinese characteristics, safeguard the legitimate rights and interests of Zhejiang China Commodities City Group Co.Ltd(600415) (hereinafter referred to as “the company”) and its shareholders and creditors, and standardize the organization and behavior of the company, according to 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 law of the people’s Republic of China on state owned assets of enterprises, the articles of association of the Communist Party of China (hereinafter referred to as the party constitution), the Interim Regulations on the supervision and administration of state owned assets of enterprises and relevant laws and regulations.
Article 2 the company is a joint stock limited company established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions.
The company was established by directional offering with the approval of Zhejiang Yiwu China Zhejiang China Commodities City Group Co.Ltd(600415) Co., Ltd. (Zhegu (1993) No. 59); The company is registered with Zhejiang Administration for Industry and Commerce and has obtained a business license. After the promulgation of the company law, the company standardized according to the company law and performed the re registration procedures according to law.
The company is registered with Zhejiang Administration for Industry and Commerce and has obtained a business license. The business license number is 330000000005026.
Article 3 on February 19, 2002, the company was approved by the China Securities Regulatory Commission (CSRC) in zjfz [2002] No. 23, and 29152099 social natural person shares (ordinary shares) of the company were listed on the Shanghai Stock Exchange on May 9, 2002. With the approval of zjfz [2004] No. 28 document of China Securities Regulatory Commission, the company issued 20938628 additional ordinary shares, which were listed and circulated on April 1, 2004. With the approval of CSRC zjxk [2008] No. 1045, the company privately issued 45131806 ordinary shares to Yiwu state owned Assets Investment Holding Co., Ltd., which can be listed and circulated from August 28, 2011. On September 8, 2008, the capital reserve was converted into share capital, increasing 170.100443 million ordinary shares. On May 26, 2009, undistributed profits were distributed to bonus shares, increasing 34020886 ordinary shares. On April 27, 2010, the capital reserve was converted into share capital, increasing 680401772 ordinary shares. On June 24, 2011, the capital reserve was converted into share capital, increasing 1360803544 ordinary shares. On May 12, 2015, undistributed profits were distributed to bonus shares, increasing 2721607088 ordinary shares. On December 10, 2020, the report on
<公司2020年限制性股票激励计划（草案）>
On January 15, 2021, the securities change registration certificate issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch was received, and the number of shares after change was 5489914176. On December 10, 2020, the report on
<公司 2020 年限制性股票激励计划（草案）>
And its summary,
On November 4, 2021, we received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch, and the number of shares after change was 5492254176. On November 30, 2021, the company implemented the repurchase and cancellation of equity incentive restricted shares, repurchased and cancelled 98000 ordinary shares, and the number of shares after change was 54912741760.
Article 4 in accordance with the relevant provisions of the party constitution, the company establishes the organization of the Communist Party of China to carry out party activities. The party organization plays the role of leadership core and political core to ensure the direction, overall situation and implementation. The company shall establish the party’s working organization, allocate sufficient party affairs staff, ensure the work funds of the party organization and provide necessary conditions for the activities of the party organization.
Article 5 registered name of the company: Zhejiang China Commodities City Group Co.Ltd(600415)
English Name: Zhejiang China Commodities City Group Co., Ltd. Article 6 company domicile: ocean business office building, No. 105 Futian Road, Yiwu City, Zhejiang Province
English Name: oceanbusiness building, no.105futianroad, Yiwu, Zhejiang, China Postal Code: 322000
Article 7 the registered capital of the company is RMB 54912741760.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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 shall be binding on the members of the Party Organization (Discipline Inspection Organization), shareholders, directors, supervisors, general manager, deputy general manager The assistant general manager and senior management shall be legally binding. 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 12 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, assistant general manager, person in charge of Finance and Secretary of the board of directors of the company.
Article 13 the company respects the legitimate rights of banks and other creditors, employees, consumers, suppliers, communities and other stakeholders, and actively cooperates with stakeholders to jointly promote the sustainable and healthy development of the company. While maintaining the sustainable development of the company and maximizing the interests of shareholders, the company pays attention to the welfare, environmental protection, public welfare and other issues of the community, and attaches importance to the social responsibility of the company.
Chapter II business purpose and scope
Article 14 business purpose of the company:
Focus on cultivating and operating China Zhejiang China Commodities City Group Co.Ltd(600415) , improve the main business of the market, drive relevant development, promote diversified development, base on Yiwu, radiate the whole country and face the world, and strive to build the company into a large-scale comprehensive economic entity with multi-function, high efficiency and intensification; Prosper the market, develop the economy, benefit the people, create wealth for the country, accumulate funds for the enterprise, and seek legitimate interests for all shareholders and employees of the company.
Article 15 after being registered according to law, the business scope of the company is:
Industrial investment development, investment management, market development and operation, market supporting services, metal materials, building decoration materials, department stores, knitwear and textiles, hardware, electrical and chemical industry, office equipment, communication equipment (excluding wireless) and electromechanical equipment sales, information consulting services, provision of online trading platforms and services, and development and operation of online trading market. Import and export business of commodities within the scope of self support and agency of domestic commodities. It is engaged in processing of imported materials and “three supplies and one compensation” business, counter sales trade and entrepot trade. And the business scope of its subsidiaries.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 20 the total number of ordinary shares approved to be issued at the time of establishment of the company is 105 million shares, with a par value of 1 yuan per share. 59.283 million shares were issued to the promoters when the company was established, accounting for 56.46% of the total shares issued when the company was established. The shares subscribed by the promoters are: Yiwu China Zhejiang China Commodities City Group Co.Ltd(600415) Evergrande Development Corporation subscribes 39.283 million shares with all its assets, CITIC Trading company subscribes 2 million shares in cash, Zhejiang International Trust and investment company subscribes 5 million shares in cash, Zhejiang financial development company subscribes 5 million shares in cash, Shanghai Shenyin Securities company subscribes 2 million shares in cash Yiwu financial development company subscribed 6 million shares in cash. Article 21 the total number of shares of the company is 5491274176 shares, and the capital structure of the company is 5491274176 ordinary shares.
Article 22 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 23 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;
（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.
Article 24 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 25 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） 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） 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 26 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in Item (I) and item (2) of paragraph 1 of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 25 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 paragraph 1 of Article 25 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of 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 3 years.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 are listed and traded from the company’s shares
