Huafa Industrial Co.Ltd.Zhuhai(600325) articles of association April 2002
catalogue
Chapter page
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders 17 Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section 2 independent directors twenty-five
Section III board of Directors thirty
Section IV Secretary of the board of Directors Chapter VI Party committee of the company 36 Chapter VII President 39 Chapter VIII board of supervisors forty
Section I supervisors forty
Section II board of supervisors forty-one
Section III resolution of the board of supervisors Chapter IX Financial Accounting system, profit distribution and deliberation forty-three
Section I financial accounting system forty-three
Section II Internal Audit forty-five
Section III appointment of accounting firm 45 Chapter X notices and announcements forty-six
Section I notice forty-six
Section II announcement forty-seven
Chapter XI merger, division, dissolution and liquidation forty-seven
Section 1 merger or division forty-seven
Section 2 dissolution and liquidation forty-eight
Chapter XII amendment of the articles of Association 50 Chapter XIII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, these articles of association are formulated in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”), the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant provisions. Article 2 the company was originally a joint stock limited company (hereinafter referred to as the “company”) established in accordance with the relevant provisions of the Trial Measures of Zhuhai joint stock limited company.
The company was established by directional fund-raising with the approval of Zhuhai Economic System Reform Commission in the documents of Zhu Ti Gaiwei [1992] No. 50 and [1992] No. 73; Registered with Zhuhai Administration for Industry and Commerce and obtained a business license.
The company has been standardized in accordance with the company law and confirmed by the Guangdong Economic System Reform Commission in Yue Ti Gai [1994] No. 140 document. The company has gone through the re registration formalities in Zhuhai Administration for Industry and commerce according to law.
Article 3 with the approval of China Securities Regulatory Commission on February 2, 2004, the company issued 60 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on February 25, 2004.
Article 4 registered name of the company: Huafa Industrial Co.Ltd.Zhuhai(600325) .
Article 5 company domicile: No. 155, Changsheng Road, Zhuhai
Postal Code: 519030
Article 6 the registered capital of the company is two billion one hundred and seventeen million one hundred and sixty-one thousand one hundred and sixteen yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, after the general meeting of shareholders passes the resolution approving the increase or decrease of its registered capital, it shall pass a resolution on the amendment of the articles of association and authorize the board of directors to go through the registration procedures for the change of its registered capital.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the board of directors 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 their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 according to the party constitution, the company law and other relevant provisions, the company establishes the organization of the Communist Party of China to play the role of leadership core and political core in the company. Establish the party’s working organization, allocate party affairs staff and carry out party activities. The establishment and staffing of the party organization shall be incorporated into the company’s management organization and staffing, and the work funds of the party organization shall be incorporated into the company’s budget and disbursed from the company’s management fees.
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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, President and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, President and other senior managers of the company in accordance with the articles of association. Article 12 The term “other senior managers” as mentioned in the articles of association refers to the executive vice president, the Secretary of the board of directors, the person in charge of Finance and other senior managers approved by the board of directors as proposed by the president. Chapter II business purpose and scope
Article 13 the company’s business purpose is to constantly explore the socialist business model with Chinese characteristics, give full play to its own advantages, and vigorously develop and expand reproduction. Through the joint-stock system reform, the investment mechanism and operation mechanism of enterprises will be transformed, so that enterprises can truly become an economic entity with independent operation, self-responsibility for profits and losses, self-development and self-discipline. With international practices and modern scientific management methods, the company will succeed in market competition, achieve good economic benefits and give shareholders a satisfactory return on investment. Article 14 with the approval of the company registration authority, the business scope of the company is:
Licensed project: real estate development and operation. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: sales agent; Sales of building materials; Sales of building decoration materials; Sales of metal materials; Wholesale of hardware products; Retail of hardware products; Sales of chemical products (excluding licensed chemical products); Non residential real estate leasing.
(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)
The company may adjust its business scope and mode of operation according to its own development ability and business needs, and set up branches and offices outside China in accordance with the provisions of relevant laws and regulations.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 all shares issued by the company are ordinary shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, with the same rights and interests for the same shares.
Article 18 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1.00.
Article 19 all the shares issued by the company are domestic shares, which shall be centrally deposited and registered in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 20 when the company was established, the total number of ordinary shares approved to be issued was 24 million, of which 178 million shares were issued to the promoters, accounting for 74.17% of the total number of ordinary shares issued by the company.
Article 21 when the company is established, the name of the promoters, the number of shares subscribed, the method and time of capital contribution:
Subscribed capital contribution
Name of sponsor number of shares contribution amount contribution method contribution time
Net assets of Zhuhai Special Economic Zone converted into shares in 1993
HUAFA Group Co., Ltd. has 100 million shares and 100 million yuan. March 12
Zhuhai investment management 4801993 currency
Limited company 10000 shares 10000 yuan March 12
Zhuhai Special Economic Zone 4801993 currency
Real Estate Development Corporation 10000 shares 10000 yuan March 12
Shenzhen Investment Fund 601993 currency
Management company 10000 shares 10000 yuan March 12
Article 22 the share capital structure of the company is 2161116 ordinary shares.
If the actual control of the company is transferred without the consent of the board of directors of the company, the board of directors has the right to issue shares not exceeding 50% of the total share capital of the company to the original controlling shareholders by means of non-public issuance of shares, and the issue price shall be calculated according to the lowest price allowed by laws, regulations and the provisions of the CSRC, but shall not be lower than the net assets per share audited in the latest period. Where laws, regulations and the CSRC have other provisions on the issuance methods of the above-mentioned shares, such provisions shall prevail.
Article 23 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 24 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) increase in share capital due to the exercise of equity conversion by the holders of convertible corporate bonds of the company;
(VI) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 25 according to the provisions of the articles of association, 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 26 under the following circumstances, the company may repurchase its own shares in accordance with the requirements and procedures specified in laws, regulations, regulatory documents of the competent securities department under the State Council and Shanghai Stock Exchange and the articles of association:
(I) cancellation of shares for the purpose of reducing 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 buy back its shares because he disagrees with the resolution on the 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) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not engage in the trading of the company’s shares.
Article 27 the company may repurchase shares in one of the following ways:
(I) issue a repurchase offer to all shareholders in the same proportion;
(II) repurchase through public trading;
(III) other methods prescribed by laws, administrative regulations and approved by the competent securities department under the State Council. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 28 the repurchase of shares of the company due to items (1) and (II) of Article 26 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) 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 repurchases the company’s shares in accordance with the provisions, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of repurchase; If it falls under items (2) and (4), 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 three years.
After purchasing the shares of the company, the company shall comply with the securities law
