Huitong Construction Group Co., Ltd
constitution
catalogue
Chapter I General Provisions Chapter II purpose and scope of business 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 the general meeting of shareholders 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 Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system 39 section II Internal Audit Section III appointment of accounting firm 42 Chapter IX notices and announcements Section 1 notice 42 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-seven
Articles of association of Huitong Construction Group Co., Ltd
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Huitong Construction Group Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company, 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 guidelines for the articles of association of listed companies and other relevant provisions, Formulate the articles of association. Article 2 the company is a joint stock limited company established by Huitong road and Bridge Construction Group Co., Ltd. in accordance with the company law and other laws and regulations, normative documents and other relevant provisions.
The company is registered with Baoding administrative examination and approval Bureau and has obtained the business license of enterprise legal person.
Article 3 on December 10, 2021, the company issued 116.66 million RMB ordinary shares to the public for the first time and was listed on the main board of Shanghai Stock Exchange on December 31, 2021 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2021] No. 3895.
Article 4 name and domicile of the company
Chinese Name: Huitong Construction Group Co., Ltd
English Name: Huitong Construction Group Co., Ltd
Company domicile: No. 69, Shiji East Road, Gaobeidian City
Postal Code: 074099
Article 5 the registered capital of the company is 466.66 million yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the general manager is the legal representative of the company.
Article 8 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 9 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 shall be legally binding on 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 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 10 “other senior managers” mentioned in the articles of association refer to the chief engineer, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers determined by the board of directors.
Article 11 the company is a Chinese legal person and is governed and protected by Chinese laws.
When engaging in business activities, the company must abide by Chinese laws, regulations and relevant regulations, abide by social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities.
Article 12 the company shall establish a Communist Party organization and 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.
Chapter II business purpose and scope
One belt, one road, thirteenth companies: the company aims to make full use of the current opportunities for the development of the industry and to build a business base on the highway engineering. It aims to expand the “one belt and one way” international market and China’s key regional market, including the Xiong new area, and to build up a modern enterprise system as the driving force, and technological innovation as the means to speed up the optimization of business structure and extend the direction of business development. Build an industrial pattern integrating “R & D, design, procurement, construction and operation and maintenance”, adhere to building word-of-mouth projects, high-quality projects and landmark projects, and make every effort to build Huitong group into a nationally famous comprehensive service operator for urban and rural construction.
Article 14 business scope of the company: Highway Engineering and construction. General contracting and construction contracting of highway engineering, housing construction engineering, municipal public engineering, electromechanical engineering, water conservancy and Hydropower Engineering; Highway pavement engineering, highway subgrade engineering, bridge engineering, tunnel engineering, highway traffic engineering, land consolidation, landscaping engineering, building intelligent installation engineering, pipeline and equipment installation engineering, electromechanical equipment installation engineering, airport and facility engineering, steel structure engineering, curtain wall engineering, waterproof engineering, door and window engineering, indoor and outdoor decoration engineering, civil air defense engineering, environmental protection engineering, foundation engineering General contracting and professional contracting of urban and road lighting projects and ancient architectural projects; Engineering design of highway, municipal and housing construction; Survey services of engineering geology and engineering hydrology; Cement concrete, cement stabilized macadam, lime fly ash macadam, emulsified asphalt, modified emulsified asphalt, concrete prefabricated components, asphalt concrete processing and sales; Comprehensive utilization of construction waste; Machinery leasing; Municipal engineering projects abroad; Dispatch the labor personnel required for the implementation of overseas projects (operate according to the effective time limit of Ji Shang Wai Jing PI Zi [2013] No. 27) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments).
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 shall be 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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 all shares issued by the company shall be registered.
Article 20 at the time of establishment of the company, the shareholders of the promoters and their shareholdings are as follows:
Number and proportion of shares held
Serial number name / name of initiator contribution method (share) (%)
1 Zhang Zhongqiang 10671666630.49 net assets converted into shares
2 Zhang Zhongshan 10671666630.49 net assets converted into shares
3. Zhang Jiwen 316666679.05 net assets converted into shares
4 Zhang Zhongkui 253333337.24 net assets converted into shares
5 Baoding Hengguang Jiye enterprise management center (limited partnership) 158333344.52 net assets converted into shares
6 Zhang Lei 15.2 million 4.34 net assets converted into shares
7 Zhang Xinwen 15.2 million 4.34 net assets converted into shares
8 Baoding Houyi Dayuan enterprise management center (limited partnership) 128233343.67 net assets converted into shares
9. Definition: houdeguang enterprise management center (limited partnership) 128100003.66 net assets converted into shares
10. Baoding Renshan Zhihai enterprise management center (limited partnership) 77 China Vanke Co.Ltd(000002) .20 net assets converted into shares
Total 35000 Ping An Bank Co.Ltd(000001) 00.00-
Article 21 the total number of shares of the company is 466.66 million, all of which are ordinary shares with a par value of RMB 1 per share, which are held by shareholders.
Article 22 the compensation provided by the guarantor or the subsidiary to be purchased (including the compensation provided by the guarantor or the subsidiary to be purchased) shall not be included. 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 the resolution of 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) when the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be handled in accordance with the provisions of laws, administrative regulations, departmental rules, self-discipline rules of Shanghai Stock Exchange and other relevant documents, as well as the provisions of the company’s prospectus for convertible corporate bonds;
(VI) 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 shall not purchase its own shares. However, except under any of 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 26 a company may purchase its shares by means of public centralized trading or other means approved by laws and regulations and the CSRC.
Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 Where the company purchases shares of the company due to the circumstances in items (I) and (II) of paragraph 1 of Article 25 of the articles of association, it shall be decided by the general meeting of shareholders. If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases its shares in accordance with paragraph 1 of Article 25 of the articles of association, if it falls under item (I) of paragraph 1 of this article, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV) of this article, it shall be transferred or cancelled within 6 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.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 one year from the date when the company’s shares are listed and traded on the Shanghai Stock Exchange.
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