Shenzhen Institute Of Building Research Co.Ltd(300675)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section 2 sponsors, number of shares subscribed, shareholding ratio and mode of capital contribution five
Section III increase, decrease and repurchase of shares five
Section IV share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders nineteen
Section IV proposal and notice of the general meeting of shareholders twenty-two
Section V convening of the general meeting of shareholders twenty-four
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors thirty-five
Section 1 Directors thirty-five
Section 2 independent directors forty
Section III board of Directors forty-four
Section IV Secretary of the board of Directors Chapter VI Party committee 51 Chapter VII managers and other senior managers Chapter VIII board of supervisors fifty-eight
Section I supervisors fifty-eight
Section II board of supervisors 59 Chapter IX Financial Accounting system, profit distribution and audit sixty-two
Section I financial accounting system sixty-two
Section 2 profit distribution sixty-three
Section III internal audit sixty-seven
Section IV appointment of accounting firm 67 Chapter X notices and announcements sixty-eight
Section I notice sixty-eight
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation seventy
Section 1 merger, division, capital increase and capital reduction seventy
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 74 Chapter XIII Supplementary Provisions 75 Shenzhen Institute Of Building Research Co.Ltd(300675) articles of Association (approved at Shenzhen Institute Of Building Research Co.Ltd(300675) 2014 annual general meeting in June 2015, revised eight times in September 2014, June, August, November 2015, March, June, 2017, September 2017 and November 2020 respectively, revised the ninth time at the first extraordinary general meeting in 2021 in November 2021, and submitted to 2021 annual general meeting in April 2022 for deliberation)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders and creditors of Shenzhen Institute Of Building Research Co.Ltd(300675) (hereinafter referred to as “the company”) 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 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 (hereinafter referred to as the “party constitution”), the guidelines for the articles of association of listed companies, the guidelines for corporate governance of listed companies, the regulations on the work of grass-roots organizations of state-owned enterprises of the Communist Party of China, and the guiding opinions on the establishment of independent director system in listed companies The articles of association are formulated in accordance with the guidelines for the performance of duties of independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “standardized operation guidelines”), the measures for the administration of securities issuance and registration of GEM listed companies and other relevant provisions.
Article 2 according to the company law, the party constitution and other relevant provisions, the company establishes the organization of the Communist Party of China, establishes the party’s working organization, is equipped with party affairs staff and carries out party activities. Party organizations, personnel and funds shall be incorporated into the unified management of the company.
Article 3 the company is a joint stock limited company initiated and established in accordance with the company law and other relevant provisions. The company is changed from Shenzhen Academy of Building Sciences Co., Ltd. to a joint stock limited company, and all the creditor’s rights and debts of the original limited liability company are inherited by the changed joint stock company.
The company is established by way of sponsorship; Registered with Shenzhen market supervision administration and obtained a business license.
Article 4 the company issued 36666700 RMB common shares to the public for the first time on June 23, 2017 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2017] No. 1028 document, and was listed on Shenzhen Stock Exchange on July 19, 2017 with the approval of Shenzhen Stock exchange SZS [2017] No. 448 document.
Article 5 registered name and domicile of the company:
Registered name: Shenzhen Institute Of Building Research Co.Ltd(300675) company domicile: Jianke building, No. 29, Meiao Third Road, Meilin, Futian District, Shenzhen Article 6 the registered capital of the company is RMB 1466667 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 the articles of association is 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. It is also 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 “senior managers” mentioned in the articles of association refer to the general manager, deputy general manager, financial director and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: facing the urban construction and operation under the background of ecological civilization, innovating the integrated application of green technology in all fields through digital transformation, relying on value creation to build the whole process technical service with credibility as the core, and committed to creating a healthy, simple, efficient and sustainable green living environment for the public.
Article 13 the business scope of the company includes:
General business items: urban and architectural science research; Preparation of urban planning; Engineering consultation, survey, design, quality inspection and inspection, project management, supervision and related technical services; Environmental engineering inspection and consultation; Performance evaluation of construction engineering; Energy consumption evaluation and energy saving detection and evaluation; Consultation and construction of green energy-saving transformation; Green building and park operation management; Carbon audit and assessment; Consultation, investment, training and promotion of green and low-carbon technologies and products; Energy conservation management services; Conferences and exhibitions; Property leasing and management; Construction services; Science popularization service; Digital content production services (excluding publishing and distribution); Organize cultural and artistic exchange activities; Information technology consulting services; Engaging in investment activities with its own funds; Asset management services invested by self owned funds; Venture capital (limited to investment in unlisted enterprises); Venture capital consulting business.
Licensed business projects: training and promotion of green and low-carbon technology; Certification services. The specific business scope shall be subject to the business license issued by the company registration authority. Article 14 the company may adjust its business scope and set up branches at home and abroad in accordance with the market orientation, its own ability and the needs of business development, but it shall be approved by the company registration authority and go through the industrial and commercial change registration.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares with par value.
Article 16 the total number of shares of the company is 1466667 million.
Article 17 all shares of the company are ordinary shares in RMB. When necessary, other types of shares may be issued with the approval of the authority authorized by the State Council.
Article 18 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 same amount shall be paid for each share subscribed by any unit or individual.
Article 19 the par value of the shares issued by the company is 1 yuan per share.
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.
Article 21 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Section 2 promoters, number of shares subscribed, shareholding ratio and mode of capital contribution
Article 22 the establishment method of the company is initiation.
Article 23 the name, number of shares subscribed, shareholding ratio and mode of capital contribution of the promoters are shown in the following table:
Name of shareholder number of shares subscribed shareholding ratio contribution (10000 shares) (%) method
Shenzhen Investment Holding Co., Ltd. 660060 net assets
Shenzhen Jianke Investment Co., Ltd. 165015 net assets
Beijing Centergate Technologies (Holding) Co.Ltd(000931) Development Group Co., Ltd
Shenzhen Yinglong Jian’an (Group) 110010 net assets Co., Ltd
Shenzhen innovation investment group 5505 net assets Co., Ltd
Total 11 Tcl Technology Group Corporation(000100) —
Section III increase, decrease and repurchase of shares
Article 24 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 with the resolution of the general meeting of shareholders and the approval of the relevant competent authorities of the state:
(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.
The company’s capital increase and issuance of new shares shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 25 according to the provisions of the articles of association, 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 26 under the following circumstances, the company may purchase the shares of the company after reporting to the relevant competent authorities of the state for approval in accordance with the provisions of the law and the articles of association: (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(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;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests;
(VII) other circumstances permitted by laws and administrative regulations.
Except for the above circumstances, the company shall not carry out the acquisition of shares of the company. Article 27 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 26 of the articles of association, it shall be conducted through public centralized trading.
Article 28 the company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 26 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 (III), (V) and (VI) of paragraph 1 of Article 26 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 its shares in accordance with Article 26 of the articles of association, if it falls under item (I) of paragraph 1, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV) of paragraph 1, it shall be transferred or cancelled within six months from the date of acquisition; In the case of items (III), (V) and (VI) of paragraph 1, 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.
Section 4 share transfer
Article 29 the shares of the company may be transferred according to law.
Article 30 the company does not accept the shares of the company as the subject matter of the pledge.
Article 31 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 that have been 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. Article 32 the directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. The shares of the company they hold shall not be transferred within one year from the date of listing and trading of the company’s shares, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company they hold
