Sichuan Road & Bridge Co.Ltd(600039) articles of Association
(revised in March 2022)
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 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 party organization of the company Chapter VI board of directors
Section 1 directors
Section II board of directors
Chapter VII supervisors and other senior managers
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 firm 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 amendment of the articles of Association chapter 13 supplementary provisions
Chapter I General Provisions
Article 1 in order to standardize the organization and behavior of Sichuan Road & Bridge Co.Ltd(600039) (hereinafter referred to as “the company”), adhere to and strengthen the overall leadership of the party, improve the corporate governance, build a modern state-owned enterprise system with Chinese characteristics, and protect the legitimate rights and interests of the company, investors and creditors, the articles of association are formulated in accordance with the company law of the people’s Republic of China and relevant laws and regulations.
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 in the form of sponsorship with the approval of CFH (1999) No. 341 document of Sichuan Provincial People’s government, obtained the business license and unified social credit code 91510 Kingland Technology Co.Ltd(000711) 8906956.
Article 3 with the approval of zjfz (2003) No. 16 document of China Securities Regulatory Commission, the company issued 100 million ordinary shares (A shares) with a par value of 1.00 yuan per share on March 10, 2003. With the approval of szsz (2003) No. 20 document of Shanghai Stock Exchange, 100 million social public shares issued by the company will be listed and traded on Shanghai Stock Exchange from March 25, 2003.
Article 4 registered name of the company:
Chinese Name: Sichuan Road & Bridge Co.Ltd(600039)
English Name: Sichuan Road & Bridge Group Co., Ltd. (abbreviated as “srbg”)
Company address: No. f-59, science and Technology Industrial Park, No. 11, Gaopeng Avenue, high tech Zone, Chengdu, postal code: 610041.
Article 5 the registered capital of the company is 4774973889 yuan and the paid in capital is 4774973889 yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 in accordance with the provisions of the constitution of the Communist Party of China, establish the organization of the Communist Party of China, carry out party activities, establish the party’s working organization, allocate and strengthen party affairs staff, and ensure the working funds of the party organization. Article 8 the chairman 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 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief financial officer and chief engineer of the company.
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Chapter II business purpose and scope
Article 12 the business purpose of the company is to develop transportation and benefit the people.
Article 13 after being registered according to law, the business scope of the company: Highway Engineering, housing construction engineering, municipal public engineering, bridge engineering, electric power engineering, electromechanical installation engineering, foundation and foundation engineering, earthwork engineering, ready mixed commercial concrete, concrete prefabricated components, tunnel engineering, highway traffic engineering and building decoration engineering; Engineering survey and design, surveying and mapping services, planning management and engineering management services; Leasing and maintenance of construction machinery; Production of building materials; Expressway management; Project investment and asset management; Wholesale and retail of goods; estate management.
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Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind shall be issued
1. Shares shall have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or
The shares subscribed by individuals shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be listed in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Centralized custody of the company.
Article 18 when the company is established, it issues 150 million shares to the promoters. The initiator of the company: Sichuan
Highway and Bridge Construction Group Co., Ltd. (hereinafter referred to as “road and Bridge Group”), Sichuan Jiuzhai Huanglong Airport Co., Ltd. (abbreviated as “Jiuzhai Huanglong Airport”)
Jiuhuang Airport), Sichuan Jialing Asset Management Co., Ltd. (hereinafter referred to as Sichuan Jialing), Beijing Zhongjing
Yuantong Expressway Investment Co., Ltd. (Beijing Zhongjing for short) and Sichuan Guitong Construction Group Co., Ltd. (Jane)
Sichuan Guitong), the number of shares it subscribed for when the company was initiated and established is as follows:
Remarks on the proportion of the number of shares subscribed by the sponsors in the shares of the sponsors
(10000 shares)
Due to the implementation of the split share structure reform, Luqiao group now holds 1473412 98.228% of the company’s shares, accounting for 10880944 million shares, accounting for 35.79% of the total share capital of the company.
Due to the implementation of the split share structure reform, Jiuhuang airport now holds 79764 shares, accounting for 0.26% of the total share capital of the company.
Due to the implementation of the split share structure reform, Sichuan Jialing now holds 79764 shares, accounting for 0.26% of the total share capital of the company.
On November 22, 2006, all the shares held by Beijing Zhongjing 66.47, 0.443% and 79764 shares were transferred to Chengdu yangyao Materials Co., Ltd., accounting for 0.26% of the total share capital of the company
Due to the implementation of the split share structure reform, Sichuan Guitong now holds 79764 shares, accounting for 0.26% of the total share capital of the company.
In March 2003, the company issued 100 million RMB common shares (A shares) to the public and
Shanghai Stock Exchange was officially listed for trading. After the issuance, the share capital of the company increased to RMB 250 million.
After the capital increase of RMB 50 million was transferred to all shareholders in June 2004
The registered capital of the company is 300 million yuan.
In December 2006, the company implemented the split share structure reform, and the total share capital of the company increased to 304 million shares, with a registered capital of 304 million yuan.
In May 2012, the company increased its share capital by 45.6 million yuan with undistributed profits. After the increase, the registered capital of the company was 547.2 million yuan.
In May 2012, the company implemented a major asset restructuring. After the restructuring, the company’s share capital increased to 1046.5 million yuan.
In December 2013, the company issued 463366336 non-public shares. After the issuance, the company’s share capital increased to 1509866336 yuan.
In October 2014, the company transferred 1509866336 shares of capital stock to all shareholders with capital reserve. After the increase, the registered capital of the company was 3019732672 yuan.
In October 2017, the company issued 590792838 non-public shares. After the issuance, the company’s share capital increased to 3610525510 yuan.
In February 2020, the restricted shares of the company were granted to the non-public offering of 94800000 shares for the first time. After the issuance, the share capital of the company increased to 3705325510 shares.
In November 2020, the company issued 1064274779 non-public shares. After the issuance, the share capital of the company increased to 4769 Bright Oceans Inter-Telecom Corporation(600289) yuan.
In December 2020, the company reserved part of the grant objects for the 2019 restricted stock incentive plan to issue 7970000 non-public shares. After the issuance, the company’s share capital increased to 4777570289 shares.
In May 2021, the Company repurchased and cancelled 2140000 shares granted to incentive objects, so the company’s share capital was reduced to 4775430289 shares.
In February 2022, the Company repurchased and cancelled 456400 shares granted to incentive objects, so the company’s share capital was reduced to 4774973889 shares.
Article 19 the total number of shares of the company is 4774973889, all of which are ordinary shares.
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.
Section II increase, decrease and repurchase of shares
Article 21 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 22 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 23 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) listed companies
