Yunnan Tourism Co.Ltd(002059) articles of Association
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Article 3 according to the constitution of the Communist Party of China, Article 3 according to the constitution of the Communist Party of China, it is stipulated that the organization of the Communist Party of China shall be established, the Party committee shall establish the organization of the Communist Party of China, the Party committee shall give full play to the leadership core, 1 give full play to the role of leadership core and political core, take the direction, manage the overall situation and promote the implementation. Report to, manage the overall situation and ensure implementation. The company shall establish the working organization of the party. The company shall be equipped with a sufficient number of party working organizations and a sufficient number of party affairs staff to ensure the working funds of the party organization.
Personnel and guarantee the working funds of Party organizations.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors, senior managers, persons holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company shall sell their shares of the company within six months after buying their shares of the company or other equity income, Or sell the securities of the last six pledges within six months after the purchase, or buy them again within six months after the sale, and the proceeds from this shall belong to the company. The board of directors of the company will recover its income, and the board of directors of the company will recover its income. profit. However, if a securities company holds more than 5% of the shares due to the purchase and sale of the remaining shares after the purchase and sale of the contracted shares, and sells more than 5% of the shares, the sale of the shares is not subject to six months, and the shares are not subject to the six-month time limit. Monthly time limit.
If the directors, supervisors, senior managers and the board of directors of the company mentioned in the preceding paragraph fail to execute the shares or other equity held by natural person shareholders in accordance with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to execute the securities of nature within 30 days, including those held by their spouses, parents and children. If the board of directors of the company fails to hold the shares or other securities held by others' accounts within the above-mentioned period, the shareholders have the right to use the securities of their own equity nature for the benefit of the company.
Bring a lawsuit directly to the people's court in his own name. If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the board of directors of the joint-stock company shall have the right to require the board of directors to comply with the provisions of the first paragraph within 30 days. If the board of directors of the company executes, the responsible directors shall bear the responsibility according to law. If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to take responsibility. The interests of the company shall directly bring a lawsuit to the people's court in its own name.
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 55 the general meeting of shareholders is the authority of the company. It exercises the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Draw;
(II) elect and replace directors and supervisors who are not held by employee representatives (II) elect and replace directors and supervisors who are not held by employee representatives, decide on relevant directors, directors and supervisors, and decide on the remuneration of relevant directors and supervisors and the remuneration of supervisors; Item;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors;
(V) review and approve the company's annual financial budget; (V) review and approve the company's annual financial budget, budget plan and final settlement plan; Project and final settlement plan;
(VI) review and approve the company's profit distribution (VI) review and approve the company's profit distribution plan and plan and loss recovery plan; Loss recovery plan;
(VII) make resolutions on the increase or decrease of the company's registered capital (VII) make resolutions on the increase or decrease of the company's registered capital; Issue resolutions;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division and dissolution of the company; (IX) make resolutions on the merger, division, dissolution, liquidation or change of company form of the company; Or make a resolution on changing the form of the company;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） (11) make resolutions on the employment and dismissal of accounting firms; Resolutions made;
（12） Deliberating and approving Article 56 (12) deliberating and approving the guarantee matters stipulated in Article 56; Insurance matters;
（13） Review the purchase and sale of major assets by the company within one year; (XIII) review the matters that the purchase, sale and sale of major assets by the company within one year exceed 30% of the total assets of the company in the latest audit; 30% of matters;
（14） The total amount of assets involved in the review exceeds (14) the total amount of assets involved in the review exceeds 30% of the company's total assets audited in the latest period, and the foreign investment of 30% of the company's total assets audited in the latest period (including foreign investment (including entrusted financial management, entrusted loan, entrusted financial management, entrusted loan, investment in subsidiaries), leased or leased assets, donated or leased assets Donated or donated assets, creditor's rights or debts and donated or donated assets, creditor's rights or debts reorganization, signing reorganization, signing management contracts or license agreements, etc
Signing management contracts or license agreements; Relevant experts and special experts shall be organized for major investment projects; Major investment projects shall be reviewed by relevant experts and professionals;
Review by professionals; （15） Review the transactions between the company and its related parties (15) review the transactions between the company and its related parties (except for the company's donated cash assets and guarantees) (the company's donated cash assets and guarantees are more than 30 million yuan, and account for more than 5% of the absolute value of the audited net assets in the latest period) with the amount of 30 million yuan, And accounting for the latest audited net transaction of the listed company;
Related party transactions with an absolute value of more than 5% of assets; （16） Review and approve the change of the purpose of the raised funds (16) review and approve the change of the raised funds;
Purpose matters; （17） Review the equity incentive plan and employee stock ownership (XVII) review the equity incentive plan; Plan;
（18） Review laws, administrative regulations, (XVIII) review other matters that shall be decided by the shareholders' meeting as stipulated by laws, administrative regulations, departmental regulations, departmental rules or the articles of association.
He is responsible for other matters.
If the company receives donated cash assets, obtains debt relief and other transactions that do not involve consideration payment and do not have any obligations, it may be exempted from submitting to the general meeting of shareholders for deliberation, but it shall still perform the obligation of information disclosure in accordance with relevant regulations.
Article 56 the following external guarantees of the company Article 56 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(I) the company and its holding subsidiaries (I) any guarantee provided by the company and its holding subsidiaries after the total amount of external guarantee to the company reaches or exceeds the latest total amount of external guarantee, reaches or exceeds 50% of the assets provided after 50% of the latest audited net assets in the first period;
Any guarantee; (II) the total amount of external guarantee of the company reaches or exceeds (II) the total amount of external guarantee of the company, and any guarantee provided after reaching 30% of the total assets audited in the latest period to 4 or exceed the total assets audited in the latest period;
Any guarantee provided after 30%; (III) the guarantee amount of the company within one year exceeds that of the company (III), which is the guarantee of 30% of the latest audited total assets with an asset liability ratio of more than 70%;
The guarantee provided by the guarantee object; (IV) guarantee for asset liability ratio exceeding 70%, and (IV) guarantee for single guarantee amount exceeding the latest period;
Guarantee of 10% of audited net assets; (V) the amount of a single guarantee exceeds 10% of the shareholders, actual controllers and their net assets in the latest audit (V);
Guarantees provided by related parties. (VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 72 the notice of the general meeting of shareholders includes the following contents:
(I) time, place and duration of the meeting; Duration; (II) matters and proposals submitted to the meeting for deliberation; (II) matters to be submitted to the meeting for deliberation and (III) obvious text description: all shareholders have submitted proposals; Have the right to attend the general meeting of shareholders and entrust an agent in writing (III) to explain in obvious words: all shareholders attend the meeting and participate in voting. The shareholder agent does not need to be a shareholder, but has the right to attend the general meeting of shareholders and can write to the shareholders of the company;
(IV) the shareholder's equity registration of the shareholder entitled to attend the general meeting of shareholders, and the shareholder's agent does not need to be a shareholder of the company; Date recording;
(IV) the name and telephone number of the permanent contact of shareholders entitled to attend the general meeting of shareholders (V); Equity registration date; (VI) voting time and form of network or other means (V) name of permanent contact person for conference affairs and voting procedure.
Telephone number; 1. The notice of the general meeting of shareholders and the supplementary notice shall be full 1. The notice of the general meeting of shareholders and the supplementary notice shall disclose all the specific contents of all proposals separately and completely. It is proposed that 5 when all the matters discussed in all proposals need to be fully and completely disclosed and independent directors need to express their opinions, the contents of the body shall be published. When the matters to be discussed need the notice or supplementary notice of the shareholders' meeting of independent directors, the opinions of the independent directors will be disclosed at the same time. If the independent directors express their opinions, the notice of the shareholders' meeting or the opinions and reasons of the supplementary directors will be issued.
The opinions of independent directors will be disclosed at the same time when the notice is filled. 2. The opening and reasons of online or other voting at the general meeting of shareholders. The starting time shall not be earlier than the day before the on-site shareholders' meeting is held. 2. If the shareholders' meeting is held online or by other means at 3 p.m. and not later than the on-site shareholders' meeting, it shall be clearly stated in the notice of the shareholders' meeting at 9:30 a.m. tomorrow, and its ending time shall not be earlier than the voting time of the current online or other means and the voting schedule at 3 p.m. on the day when the on-site shareholders' meeting ends.
Preface. 3. The interval between the date of equity registration and the date of the meeting begins
