Yunnan Tourism Co.Ltd(002059) articles of Association
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, 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 established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was established by way of sponsorship with the approval of yzf [2000] No. 175 document of Yunnan Provincial People’s government; Registered with Yunnan Administration for Industry and commerce, obtained a business license and unified social credit Code: 91530 Central China Land Media Co.Ltd(000719) 47854xf. Article 3 according to the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, and the Party committee shall play the role of leadership core and political core, and take direction, manage the overall situation and promote implementation. The company establishes the working organization of the party and is equipped with a sufficient number of party affairs staff to ensure the working funds of the party organization.
Article 4 the company issued RMB common shares to the public for the first time on July 7, 2006 with the approval of the CSRC. Among them, 55 million domestic shares subscribed in RMB issued by the company to domestic investors were listed and traded on Shenzhen Stock Exchange on August 10, 2006.
Article 5 registered name of the company: Yunnan Tourism Co.Ltd(002059)
English Name: Yunnan Tourism Co., Ltd
Article 6 company domicile: 16th and 17th floors, unit 1, building B, low carbon center, Expo eco city, Panlong District, Kunming City, Yunnan Province, postal code: 650224.
Article 7 the registered capital of the company is 1012434813 yuan.
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 for, 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 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, deputy 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 other senior managers mentioned in the articles of association refer to the Secretary of the board of directors, deputy general manager and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company: strive to improve the operation mechanism of the enterprise, raise funds, actively explore a broader domestic and foreign market according to the nature and characteristics of the enterprise, and vigorously promote the development of productivity. All business activities of the company focus on developing market economy and improving economic benefits, create good social and economic benefits, and enable the shareholders of the company to obtain good return on investment.
Article 14 with the approval of the company registration authority, the business scope of the company (subject to the annual inspection business license of the current year): investment, operation and management of scenic spots, property leasing, display of garden and horticultural products, investment in tourism real estate, development and utilization of biological products, tourism trade, design, development and sales of tourism commodities, Tourism services (Scenic Guide etiquette services, park tourism transportation services, photography services and photography business), catering business services, wedding services, conference and conference reception, resort development and operation, advertising business, exhibition, tourism consulting, cultural product development, tourism commodity development, import and export business.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 are the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the company, with Yunnan World Expo tourism Holding Group Co., Ltd. as the main sponsor, was established on December 29, 2000 in combination with five legal entities: Yunnan hehe (Group) Co., Ltd. (formerly known as “Yunnan Hongta Group Co., Ltd.), Yunnan World Expo Advertising Co., Ltd. Yunnan Copper Co.Ltd(000878) (Group) Co., Ltd. and Beijing Zhoulin spectrum technology Co., Ltd, The total share capital at the time of establishment was 160 million yuan.
Article 20 the total number of shares of the company is 1012434813, all of which are ordinary shares in RMB.
Article 21 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 22 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 23 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 24 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) use shares for employee stock ownership plan or equity incentive;
(IV) the 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 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.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases the shares of the company in accordance with items (III), (V) and (VI) of Article 24, the resolution of the board meeting attended by more than two-thirds of the directors. The shares of the company acquired by the company in accordance with item (I) of Article 24 shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), 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 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 three years 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 must report to the company the shares of the company they hold and their changes. During their term of office, 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 one 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 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after package sales, the time limit for selling the shares is not subject to six months.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
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. Article 31 If the listing of the company’s shares is terminated, it shall enter the agent share transfer system of Shenzhen Stock Exchange to continue trading.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 32 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 33 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 34 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; (V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 35 Where a shareholder requests 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 at the request of the shareholder.
Article 36 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 37 If an independent director is not qualified or competent, cannot or does not independently perform his duties, cannot or does not safeguard the legitimate rights and interests of the company and small and medium-sized investors, and holds more than 1% of the shares of the company alone or jointly for more than 180 consecutive days, he has the right to raise a challenge or removal proposal to the board of directors.
Article 38 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.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
Article 39 Where another person infringes upon the legitimate rights and interests of the company and causes losses to the company, the shareholders specified in paragraph 1 of Article 37 may bring a lawsuit to the people’s court in accordance with the provisions of the preceding article.
