Articles of association of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
(the articles of association shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation and approval)
catalogue
Chapter I General Provisions Chapter II business purpose and scope 5 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 Party committee 34 Chapter VII general manager and other senior managers 35 Chapter VIII board of supervisors Section I supervisors
Section II board of supervisors
Chapter IX investor relations management Chapter X financial accounting system, profit distribution and audit Section 1 financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter XI guarantee system Chapter XII notices and announcements Section I notice
Section 2 Announcement
Chapter XIII merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XIV amendment of the articles of Association 48 Chapter XV supplementary provisions forty-nine
Chapter I General Provisions
Article 1 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 provisions in order to safeguard the legitimate rights and interests of Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd. (hereinafter referred to as the company), the shareholders and creditors of the company and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as the “company”) established by means of targeted offering in accordance with the opinions on the standardization of joint stock limited companies and other relevant regulations and approved by the reply on the pilot of targeted offering of Sichuan Three Gorges power (Group) Co., Ltd. (CTG [1993] No. 145) issued by Sichuan Provincial Commission of economic and social reform. The company is registered with the market supervision and Administration Bureau of Wanzhou District, Chongqing, and has obtained a business license with a unified social credit code of 91500101711607773t.
Article 3 on July 17, 1997, the company issued 50 million A-Shares of RMB common shares to the public for the first time with the approval of CSRC zjfz (1997) No. 386 and 387, and was listed on Shanghai Stock Exchange on August 4, 1997.
Article 4 registered name of the company:
Chongqing Chongqing Three Gorges Water Conservancy And Electric Power Co.Ltd(600116) electric power (Group) Co., Ltd
Full English Name: Chongqing Three Kings water conservation and electric POWERCO, LTD.
Article 5 domicile of the company: No. 85, gaosuntang, Wanzhou District, Chongqing
Postal Code: 404000
Article 6 the registered capital of the company is RMB 1912142904.
Article 7 the company is a permanent joint stock limited company.
Article 8 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, and the Party committee plays a leading role in guiding, managing the overall situation and ensuring the 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 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 their shares, 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, and shareholders can sue directors, supervisors, managers and other senior managers of the company. Article 12 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers appointed by the board of directors.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to be honest and trustworthy, operate according to law, explore and innovate, provide energy security for the society, provide satisfactory services to customers, create investment value for shareholders and provide development space for employees.
Article 14 the company’s development strategic objectives: closely follow the business of power rationing, comprehensive energy and new energy, continue to consolidate the existing power rationing industry, steadily promote the industrial extension, and build a first-class comprehensive energy listed company based on power rationing.
Article 15 after being registered according to law, the business scope of the company is: general projects: power generation; Power supply, sales and services; Development, construction, design and operation management of power distribution system; Engineering survey and design; Installation (repair and test) of power facilities; Development, technology transfer, technical consultation and technical services of power technology; Sales and leasing of power materials; Power project development; Distributed energy comprehensive utilization service; Comprehensive energy services integrating power supply, gas supply, water supply and heat supply; Production, processing and sales of roasted manganese, manganese carbonate, silicon manganese alloy and ferromanganese alloy. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
According to the business development needs and the company’s own development ability, the company can adjust the business scope and mode of operation in due time with the approval of relevant government authorities.
According to the needs of business development and with the approval of the competent government department, the company can set up subsidiaries and branches outside China.
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 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 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 shall be indicated in RMB.
Article 19 all the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 20 the promoters of the company are Wanxian district electric power company, Xiaojiang hydropower plant in Wanxian District, Wanxian hydropower construction survey, design and Research Institute and Wanxian construction survey and basic engineering company. When the company was founded in April 1994, Wanxian district electric power company and Xiaojiang hydropower plant in Wanxian District converted their assessed and confirmed operating net assets into shares; Wanxian hydropower building survey, design and Research Institute and Wanxian Building Survey and basic engineering company subscribe in cash.
Article 21 the total number of existing shares of the company is 1912142904, all of which are ordinary shares. Article 22 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 23 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 24 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 25 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) a shareholder requests the company to purchase its shares due to his objection to the resolution on merger and division of the company made by the general meeting of shareholders.
(V) for converting 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.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company’s shares is lower than the net assets per share in the latest period;
(II) the closing price of the company’s shares has fallen by 30% in 20 consecutive trading days;
(III) other conditions stipulated by the CSRC.
The acquisition of shares of the company due to the circumstances specified in items (1) and (2) of paragraph 1 shall be subject to the resolution of the general meeting of shareholders; The acquisition of shares of the company due to the circumstances specified in items (3), (5) and (6) of paragraph 1 shall be subject to the resolution of the board of directors attended by more than two-thirds of the directors, and there is no need to adopt the resolution of the general meeting of shareholders.
The company may acquire its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC. The acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 shall be carried out through public centralized trading.
After the company purchases its own shares in accordance with the provisions of paragraph 1, if it falls under the circumstances of paragraph (I), it 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 3 years.
Except for the above circumstances, the company will not buy or sell its shares.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 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 directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, 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 1 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 29 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.
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.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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.
The company signed a share custody agreement with the securities registration authority, regularly inquired about the information of major shareholders and the shareholding changes of major shareholders (including the pledge of equity), and timely mastered the equity structure of the company.
Article 31 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, 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 32 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) upon the termination or liquidation of the company, according to the shares held by the company
