Guizhou transportation planning, survey, design and Research Institute Co., Ltd
chapter
Cheng
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catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 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 Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XII amendment to the articles of Association
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Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) (hereinafter referred to as “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 laws, administrative regulations and departmental rules. Article 2 the company is a joint stock limited company established by initiation in accordance with the company law and other relevant laws, administrative regulations and departmental rules.
The company was registered with Guizhou Administration for Industry and commerce, and obtained the business license according to law. The unified social credit code is 9152 Shenzhen Zhenye(Group)Co.Ltd(000006) 770001a.
Article 3 with the approval of China Securities Regulatory Commission on July 3, 2017, the company issued 3103786700 ordinary shares in RMB to the public for the first time, and was listed on Shanghai Stock Exchange on August 9, 2017.
Article 4 registered Chinese name of the company: Guizhou Transportation Planning Survey&Design Academe Co.Ltd(603458) ; English Name: Guizhou Transportation Planning Survey & Design Academy Co, Ltd。
Address: No. 100, Yangguan Avenue, national high tech Industrial Development Zone, Guiyang, Guizhou Province;
Postal Code: 550081.
Article 5 the registered capital of the company is RMB 313804147.
Article 6 the company is a permanent joint stock limited company.
Article 7 the general manager 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 for, 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 deputy general manager, chief engineer, chief economist, Secretary of the board of directors and person in charge of Finance (chief financial officer).
Chapter II business purpose and scope
Article 11 the company’s business purpose: integrity and dedication, cooperation and innovation, the pursuit of excellence, harmony and win-win results. Article 12 after being registered according to law, the business scope of the company: undertaking construction engineering design business in various industries and levels; It can undertake geotechnical engineering, hydrogeological survey and engineering survey of various construction projects. Undertake engineering consultation and general contracting of investment, planning, feasibility study, survey, design, cost consultation, evaluation, construction, supervision and testing of highway engineering, municipal engineering, construction engineering, water transportation engineering, electronic system engineering and underground engineering; Undertake the evaluation, exploration, design, construction, supervision and other businesses of geological disaster prevention and control projects; Undertake engineering survey, project scientific research, new energy R & D and application, maintenance and operation information construction and other businesses; Undertake the R & D, production, agency, technology transfer and sales of engineering related materials, equipment and software; Undertake the protection, restoration, disaster prevention, treatment, development and utilization of resources and ecological environment projects. Contracting foreign engineering projects suitable for its strength, scale and performance; Dispatch labor personnel required for the implementation of the above overseas projects. (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
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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 principle of fairness and impartiality, and each share of the same type 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 15 the par value of the shares issued by the company shall be indicated in RMB.
Article 16 the shares issued by the company shall be deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 17 the name of the company’s promoters, the number of shares subscribed, the method and time of capital contribution are as follows:
Subscription and capital contribution
Name of initiator
Number of shares subscribed (10000 shares) contribution method and time
Guizhou TONGJIE Investment Co., Ltd. 160312 currency 201012-15
Guizhou tongkai Investment Co., Ltd. 133464 currency 201012-15
Guizhou Tongtong copper Investment Co., Ltd. 926.58 currency 201012-15
Guizhou tongshui Investment Co., Ltd. 869.96 currency 201012-15
Guizhou Tongshun Investment Co., Ltd. 903.22 currency 201012-15
Guizhou Tongxing Investment Co., Ltd. 989.98 currency 201012-15
Guizhou Tongyang Investment Co., Ltd. 849.49 currency 201012-15
Guizhou Tongyi Investment Co., Ltd. 942.07 currency 201012-15
Guizhou Tongyun Investment Co., Ltd. 892.30 currency 201012-15
Total 931136
The above-mentioned promoters have transferred all their shares of the company to natural person shareholders in July 2013, and the promoters no longer hold the shares of the company.
Article 18 the total number of shares of the company is 313804147 shares, all of which are ordinary shares in RMB, with a par value of 1 yuan per share.
Article 19 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 20 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;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 21 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 22 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;
(II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company;
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(IV) 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.
Except for the above circumstances, the company will not buy or sell its shares.
Items (I) to (III) of the company’s shares shall be purchased by the shareholders’ meeting. After the company purchases its shares in accordance with the provisions of this article, if it falls under the circumstances of item (I) of paragraph 1, it shall be cancelled within 10 days from the date of acquisition; If it falls under items (II) and (IV), it shall be transferred or cancelled within six months.
The shares of the company purchased by the company in accordance with item (III) of paragraph 1 of this article shall not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
Article 23 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
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 one 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 the shares of the company held by them and their changes to the company. 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 held by them; The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 27 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 28 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. 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 29 when the company convenes the 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 shall enjoy the relevant rights
