Jianfa Hecheng Engineering Consulting Co., Ltd
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 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 2 board of Directors Section III Special Committee of the board of directors Chapter VI General Manager (president) and other senior managers Chapter VII board of supervisors Section 1 supervisors Section 2 board of supervisors Chapter VIII party organization of the company Chapter IX Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section 2 profit distribution Section III internal audit Section IV appointment of accounting firm Chapter 10 Labor Management 36 Chapter XI notices and announcements 37 section 1 notice 37 section II announcement Chapter XII merger, division, capital increase, capital reduction, bankruptcy, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 38 Chapter XIII amendment of the articles of Association 40 chapter XIV Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 in order to standardize the organization and behavior of Jianfa Hecheng Engineering Consulting Co., Ltd. (hereinafter referred to as “the company”), safeguard the legitimate rights and interests of the company, shareholders and creditors and promote the development of the company, according to the articles of association of the Communist Party of China, the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The articles of association of the company are formulated in accordance with the guidelines for the articles of association of listed companies and other relevant laws and regulations of the people’s Republic of China (hereinafter referred to as “China”).
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant regulations.
The company was established by the overall change of Xiamen Road and Bridge consulting and Supervision Co., Ltd. according to law, registered with Xiamen Administration for Industry and commerce, and obtained the business license of enterprise legal person with the registration number of 350200100007638. The rights and obligations of the former Xiamen Road and Bridge consulting and Supervision Co., Ltd. shall be inherited by the company according to law. The company completed the industrial and commercial registration procedures of “three certificates in one” on March 15, 2016, and the unified social credit code of the renewed business license is 913502 Lb Group Co.Ltd(002601) 49960m.
If the items recorded in the company’s business license are changed, the company shall go through the change registration and replace the business license according to law.
Article 3 on May 12, 2016, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) “zjxk [2016] No. 1020”, the company issued 25 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on June 28, 2016.
Article 4 registered name of the company: Jianfa Hecheng Engineering Consulting Co., Ltd
English Name: C & D holsin Engineering Consulting Co., Ltd
Article 5 company domicile: unit 11011104, No. 2368, Fangzhong Road, Huli District, Xiamen City, postal code: 361009.
Article 6 the registered capital of the company is 2005178 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager (president) is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares, and the shareholders shall be liable to the company to the extent of the shares they subscribe for. The company shall be liable for its debts with all its assets.
Article 10 the articles of association of the company shall come into force on the date when it is adopted by the special resolution of the general meeting of shareholders of the company.
From the effective date, the articles of association has 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 may sue directors, supervisors, managers and other senior managers of the company; Shareholders can sue the company; The company may sue shareholders, directors, supervisors, managers and other senior managers.
The senior managers mentioned in the articles of association refer to the general manager (president), deputy general manager (vice president), chief financial officer and Secretary of the board of directors of the company.
Article 11 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
The party organization of the company plays the role of leadership core and political core, carries out work around the direction, managing the overall situation and ensuring the implementation, and ensures and supervises the implementation of the principles and policies of the party and the state in the company. The party organization of the company is an organic part of the corporate governance structure. The company adheres to the synchronous planning of Party construction and production and operation.
The company has set up the Committee of CCDC Hecheng Engineering Consulting Co., Ltd. (hereinafter referred to as “the Party committee of the company”) to play the leading role of Party construction and help the high-quality development of the enterprise.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to provide first-class services to customers; Build a development stage for employees; Create value-added returns for shareholders; Build a win-win platform for partners; Explore the way for the progress of the industry; Contribute to social harmony.
Article 13 after being registered according to law, the business scope of the company is: Project Management Services 1. Construction supervision, consultation, test and detection, technology research and development, technical training and technical services for highways, bridges, tunnels, traffic projects and their supporting ancillary projects; 2. Engage in the supervision business of class I, II and III Highway Engineering, bridge engineering and tunnel engineering projects throughout the country; 3. Engage in the supervision business of special independent bridge projects throughout the country; 4. Engage in the supervision business of special independent tunnel projects throughout the country; 5. Engage in the supervision business of electromechanical engineering projects such as communication, monitoring and toll collection of various grades of highways, bridges and tunnels throughout the country; 6. Engage in engineering supervision, project management, technical consulting and other businesses of municipal public works and housing construction projects nationwide) (see the provisions of relevant qualification certificates for the validity period of the above 2-6 items) (if the above business scope involves licensed projects, it can be operated only after obtaining the permission of relevant departments.
）
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 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 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 centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the number of shares, shareholding ratio, mode and time of capital contribution subscribed by the promoters of the company are:
Serial number name of initiator number of shares held (10000 shares) shareholding proportion (%) mode of contribution time of contribution
1 Huang Hebin 106500 14.20 net assets converted into shares 201203.08
2 Liu Dequan 780.00 10.40 net assets converted into shares 201203.08
3 he Daxi 780.00 10.40 net assets converted into shares 201203.08
4 Chen Tianpei 525.00 7.00 net assets converted into shares 201203.08
5 Lin Dongming 371.25 4.95 net assets converted into shares 201203.08
6 Chen Junping 356.25 4.75 net assets converted into shares 201203.08
7 Huang Aiping 348.75 4.65 net assets converted into shares 201203.08
8 Gao Weilin 288.75 3.85 net assets converted into shares 201203.08
9 Yin Jun 180.00 2.40 net assets converted into shares 201203.08
10 Liu Huijun 180.00 2.40 net assets converted into shares 201203.08
11 Li Yishan 180.00 2.40 net assets converted into shares 201203.08
12 Han Yanfen 165.00 2.20 net assets converted into shares 201203.08
13 Yang Huadong 116.25 1.55 net assets converted into shares 201203.08
14 Chen Yongkun 112.50 1.50 net assets converted into shares 201203.08
Liao Yun’s net assets were 112.03% off
16 Wang Cheng 112.50 1.50 net assets converted into shares 201203.08
17 Xie Jinxiang 112.50 1.50 net assets converted into shares 201203.08
18 Xu muhui 112.50 1.50 net assets converted into shares 201203.08
19 hanbaoshan 93.75 1.25 net assets converted into shares 201203.08
20 Kang Mingxu 90.00 1.20 net assets converted into shares 201203.08
21 Guo Meifen 90.00 1.20 net assets converted into shares 201203.08
22 Shen Zhixian 90.00 1.20 net assets converted into shares 201203.08
23 Lin Jianhui 86.25 1.15 net assets converted into shares 201203.08
24 Liu Zhixun 71.25 0.95 net assets converted into shares 201203.08
25 Chen Lijuan 71.25 0.95 net assets converted into shares 201203.08
26 Chen Jing 71.25 0.95 net assets converted into shares 201203.08
27 Kexue 71.25 0.95 net assets converted into shares 201203.08
28 Liu Hui 71.25 0.95 net assets converted into shares 201203.08
29 Chen Hanbin 71.25 0.95 net assets converted into shares 201203.08
thirty
