Changchai Company Limited(000570)
constitution
(it has been deliberated and adopted at the 12th meeting of the ninth session of the board of directors and needs to be submitted to the 2021 annual general meeting of shareholders for deliberation)
April 13, 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope four
Chapter III shares four
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 2 board of supervisors Chapter VIII Party Building Section 1 institutional setting of Party organizations Section 2 responsibilities of the Party committee of the company Chapter IX Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section 3 appointment of accounting firm 30 Chapter X notices and announcements Section 1 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 XII amendment of the articles of Association 34 Chapter XIII Supplementary Provisions thirty-four
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, 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 (hereinafter referred to as the guidelines for the articles of association), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions (hereinafter referred to as the “company”).
The company was established by means of public offering with the approval of the National Economic Reform Commission (SGS [1993] No. 9 document). It was registered in Changzhou Administration for Industry and Commerce on May 5, 1994 and obtained the business license of enterprise legal person with the business license number of 320400 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 012.
Article 3 on February 2, 1994, with the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) FA Shen Zi [1994] No. 9 document, the company issued 40 million RMB common shares, including 10 million corporate shares and 30 million public shares. 30 million public shares were listed on Shenzhen Stock Exchange on July 1, 1994. The 100 million domestic listed foreign shares subscribed in Hong Kong dollars and listed in China issued by the company to overseas investors were listed on Shenzhen Stock Exchange on September 13, 1996.
Article 4 registered Chinese name of the company: Changchai Company Limited(000570) .
English Name: Changchai Co., Ltd
Article 5 domicile of the company: No. 123, Huaide Middle Road, Changzhou City, Jiangsu Province, China. Postal code 213002.
Article 6 the registered capital of the company is 705692507 yuan.
Article 7 the company is a permanent joint stock limited company.
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, general manager and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief engineer, chief accountant and Secretary of the board of directors of the company.
Article 12 the company establishes the Changchai Company Limited(000570) Committee of the Communist Party of China (hereinafter referred to as “the Party committee of the company”) to carry out party activities in accordance with the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization. As the political core of the company, the Party committee of the company focuses on giving full play to the important role of direction, managing the overall situation and ensuring implementation, establishes the party’s working organization, is equipped with party affairs staff required for work, and ensures the working funds of the party organization.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to provide users with satisfactory products and services through the harmonious combination of internal and external resources of the company, so as to realize the sustainable and stable development of the enterprise.
Article 14 after registration according to law, the business scope of the company: production, processing, research, development, sales and technical consultation of internal combustion engines and supporting units, tractors, harvesting machinery, plant protection machinery, planting machinery, engineering machinery, environmental protection machinery, animal husbandry machinery, grain and oil processing machinery, mechanized agricultural and horticultural machines and tools, molds, fixtures, parts and accessories; Data processing, storage and development services; Self support and agency of import and export business of various commodities and technologies (excluding commodities and Technologies Prohibited or restricted by the state); Internet of things equipment manufacturing; Internet of things equipment sales; Manufacturing of marine supporting equipment; Manufacturing of steam turbine and auxiliary equipment; Steam turbine and auxiliary equipment sales. (for projects subject to approval according to law, business activities can be carried out only after approval by 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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the company was established by the sole reorganization of Changzhou Diesel engine plant. The state-owned assets of Changzhou Diesel Engine Plant were converted into 80million shares, accounting for 66.67% of the total share capital of the company. The total number of ordinary shares approved to be issued by the company is 40 million, including 10 million corporate shares, accounting for 8.33% of the total number of shares of the company; 30 million public shares, accounting for 25% of the total shares of the company.
The company has standardized in accordance with relevant regulations and the company law, and completed the change registration formalities in Jiangsu Provincial Administration for Industry and Commerce on July 3, 2002.
Article 20 the total share capital of the company is 705692507 shares, and the share capital structure of the company is: 555692507 ordinary shares in RMB, accounting for 78.74% of the total share capital of the company; There are 150 million domestic listed foreign shares, accounting for 21.26% of the total share capital.
Article 21 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 22 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 23 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 24 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) 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 will not buy or sell its shares.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders. After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in Item (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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 stock exchange.
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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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 paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
thirtieth
