Anhui General Institute of transportation planning, design and research
limited company
constitution
March, 2002
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 III 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 at the general meeting of shareholders Chapter V party organization of the company Chapter VI board of directors
Section 1 directors
Section II board of directors
Section III Secretary of the board of directors Chapter VII general manager and other senior managers Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms Chapter X notice and announcement
Section I notice
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation Chapter 12 trade union organization Chapter 13 amendment of articles of Association chapter 14 supplementary provisions
Anhui Transport Consulting & Design Institute Co.Ltd(603357) articles of Association
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Anhui Transport Consulting & Design Institute Co.Ltd(603357) (hereinafter referred to as “the company” or “the company”) and protect the legitimate rights and interests of the company, shareholders and creditors, 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 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 way of initiation, registered with Anhui Administration for Industry and Commerce and obtained a business license with the business license number of 340000 China High-Speed Railway Technology Co.Ltd(000008) 490. The company now holds a business license with a unified social credit code of 9134 Shenzhen Kingkey Smart Agriculture Times Co.Ltd(000048) 50033136.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 81.2 million RMB common shares to the public for the first time on July 7, 2017, and was listed on Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”) on August 1, 2017.
Article 4 registered name of the company: Anhui Transport Consulting & Design Institute Co.Ltd(603357)
English Name: Anhui transport consulting & Design Institute Co., Ltd. Article 5 company domicile: No. 180 Xiangzhang Avenue, high tech Zone, Hefei City, Anhui Province; Postal Code: 230088 Article 6 the registered capital of the company is RMB 4542698.
Article 7 the company is a permanent joint stock limited company.
Article 8 of the constitution of the Communist Party of China and the constitution of the Communist Party of China. The party organization plays a leading and political core role in the company, taking direction, managing the overall situation and ensuring implementation. Adhere to and implement the synchronous planning of Party construction and the reform and development of the company, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of Party construction. The party organization activities of the company shall be handled in accordance with the articles of association of the Communist Party of China and relevant policies and regulations.
Article 9 trade union organization activities shall be handled in accordance with the company law of the people’s Republic of China, the trade union law of the people’s Republic of China and other relevant laws and regulations.
Article 10 the chairman is the legal representative of the company.
Article 11 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 12 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 13 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, chief financial officer, Secretary of the board of directors, chief engineer and general legal adviser of the company.
Chapter II business purpose and business scope
Article 14 business purpose of the company: taking engineering planning and design as the main business, based on infrastructure construction, and continuously improving its core competitiveness, the company will gradually become an engineering consulting service enterprise with significant market competitiveness, prominent main business advantages, strong ability to resist risks, perfect modern enterprise management system, advanced corporate culture and good brand advantages, so as to continuously create value for shareholders, customers, employees and society.
Article 15 the business scope of the company: investment, planning, consultation, project management, survey, design, supervision, testing, construction of transportation and urban and rural infrastructure (roads, bridges, tunnels, ports, channels, railways, transportation engineering, geotechnical engineering, landscape architecture, water supply and drainage, buildings, structures, etc.), resources, ecology and environment (protection, restoration, disaster prevention, treatment, development and utilization, etc.) and intelligent and information systems Construction, operation and maintenance, technology, equipment and building materials development and intermediary, general contracting and foreign contracting projects.
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 principle of fairness and impartiality, and each share of the same kind 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 18 the par value of the shares issued by the company is expressed in RMB, and the par value of each share is 1 yuan.
Article 19 the shares issued by the company shall be concentrated in Shanghai Branch of China Securities Depository and Clearing Corporation
Depository.
Article 20 the company is wholly changed and established by Anhui transportation planning, design and Research Institute Co., Ltd
The shares of the Ministry are held by all shareholders of Anhui transportation planning and Design Institute Co., Ltd
The net assets corresponding to the equity of planning and Design Institute Co., Ltd. shall be subscribed.
Promoters and subscription shares of the company
Capital contribution is as follows:
Serial number name of initiator number of shares subscribed (shares) shareholding ratio contribution method contribution time
1 Anhui communications investment group 1660 China High-Speed Railway Technology Co.Ltd(000008) 6.52% net assets February 27, 2014 Group Co., Ltd
2 Wang Jishuang 12910000.67% net assets February 27, 2014
3 Wu Liren 11850000.62% net assets February 27, 2014
4 Xu Hongguang 11850000.62% net assets February 27, 2014
5 Xie Hongxin 10665000 0.56% net assets February 27, 2014
6 Wang Yaoming 10665000 0.56% net assets February 27, 2014
7 Liu Xin 10665000 0.56% net assets February 27, 2014
8 Yang Chuanyong 10665000 0.56% net assets February 27, 2014
9 Chen Xiuhe 10665000 0.56% net assets February 27, 2014
10 Xu Qiwen 10665000 0.56% net assets February 27, 2014
940.49% of net assets of Yanxin on February 27, 2014
12 Mao Hongqiang 9480000.49% net assets February 27, 2014
13 Zhang Sheng 3500000.18% net assets February 27, 2014
14 Song Wen 3770000.20% net assets February 27, 2014
More than 15 Tongjin 3770000.20% net assets February 27, 2014
16 Yangchang road 3770000.20% net assets February 27, 2014
17 Xie Xiangyang 3770000.20% net assets February 27, 2014
18 Wang Shengbin 3770000.20% net assets February 27, 2014
19 sun Yexiang 3770000.20% net assets February 27, 2014
20 Chen Weicheng 3500000.18% net assets February 27, 2014
21 Yang Shanhong 3770000.20% net assets February 27, 2014
22 Hong Chunlin 3770000.20% net assets February 27, 2014
23 Zhou Lijun 3770000.20% net assets February 27, 2014
24 Chen Ling 3770000.20% net assets February 27, 2014
25 Wang Haisheng 3770000.20% net assets February 27, 2014
26 Zhu Xianxiang 3770000.20% net assets February 27, 2014
27 Wang Wei 3770000.20% net assets February 27, 2014
28 Liu Heping 3770000.20% net assets February 27, 2014
29 Li Quan 3770000.20% net assets February 27, 2014
30 Zhang Kun 3770000.20% net assets February 27, 2014
31 Yang Youan 3770000.20% net assets February 27, 2014
32 Longguang 2639000.14% net assets February 27, 2014
33 Zhou Xiumei 3770000.20% net assets February 27, 2014
34 Wang Chaoyang 3
