Vanfund Urban Investment&Development Co.Ltd(000638)
Comparison table of amendments to the articles of Association
In order to further improve corporate governance and effectively protect the rights and interests of small and medium-sized investors, the company plans to amend some provisions of the articles of association in accordance with the latest company law of the people’s Republic of China, securities law of the people’s Republic of China, guidelines for the articles of association of listed companies and other laws, regulations and other relevant provisions. See the following table for details:
Before and after revision
Article 5 company domicile: No. 126 Zhonghua Road, Heping District, Shenyang Article 5 company domicile: Jiangyuan street, Jiangyuan District, Baishan City, Jilin Province Postal Code: 110001 No. 30 postal code: 134700
Article 10 the articles of association of the company shall become a legally binding document to regulate the organization and behavior of the company, the organization and behavior between the company and shareholders, the rights and obligations between the company and shareholders, and the rights and obligations between the company and shareholders, shareholders and shareholders from the date of entry into force. Shareholders may sue the company in accordance with the articles of association of the company in accordance with the legally binding documents concerning the interests and obligations of the company; The company can legally bind the shareholders, directors, supervisors and senior managers in accordance with the articles of association. Suing shareholders, directors, supervisors, general managers and other senior managers; Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders in accordance with the articles of Association; Shareholders may sue shareholders, directors, supervisors, general manager and other senior managers of the company in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholder management personnel. May sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 12 in line with the enterprise essence of “service, harmony, hard work and innovation”, Article 12 in line with the enterprise spirit of “service, harmony, hard work and innovation” and the development concept of “creating brand with quality”, with the development concept of primary land consolidation and God and “creating brand with quality”, develop multiple industries simultaneously, comprehensively develop urban infrastructure investment as the main industry, promote urbanization construction and multi industry development, and move towards standardization, large-scale Develop in the direction of collectivization, develop in an all-round way for all, and seek the maximum interests of shareholders in the direction of standardization, scale and collectivization. Develop and seek the best interests for all shareholders.. Article 13 the business scope of the company is: general business items: City Article 13 the business scope of the company is: Construction and investment of urban roads, infrastructure roads and infrastructure; Construction and investment of water supply and drainage and pipe network construction; Water supply and drainage and pipe network construction and investment; Urban construction and investment; Urban gas and pipe network construction and investment; Urban service gas and pipe network construction and investment; Construction and investment of urban service projects (schools, hospitals, etc.); Construction and investment of urban old city reform Institute (etc.); Urban old city reconstruction; Urban development and construction; Construction and investment of urban development and construction and other infrastructure projects, construction and investment of other infrastructure projects, project investment and capital, project investment and project management; Medical technology development; Project management of data division; Medical technology development; Data processing and storage services; Management and storage services; Basic software services and application software services; Basic software services and application software services; Research, development, design and installation of computer network; Development, design and installation of computer software and hardware; Development and sales of computer software and hardware, and development and sales of components; Internet information services; Information system integration technology promotion, technology transfer, technical consultation and technical services; Interconnection services; Internet of things technology services; Information technology consulting services; Technology network information service; Information system integration service; Internet of things technology services; Development, technology promotion, technology transfer, technical consultation and technical services. Information technology consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Article 15 the issuance of shares of the company shall be open, fair and public. Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and justice, with the same rights and interests for the same shares. According to the principle of the same kind of shares issued at the same time, each share of the same kind has the same rights. For the same class of shares, the issuance conditions and price of each share shall be the same. For any single issue of shares of the same class, the issuance conditions and price of each share shall be the same as the shares subscribed by the company or individual, and the same price shall be paid per share. For the shares subscribed by any unit or individual, the amount shall be paid per share. Pay the same price.
Before and after revision
Article 18 the initiator of the company is Liaoning Provincial State owned Assets Administration Bureau,
The way of capital contribution is asset contribution, and the time of capital contribution is May 20, 1993. Article 18 the initiator of the company is Liaoning Provincial State owned assets administration, which is on May 20, 1993. At present, the largest shareholder of the company is Beijing Wanfangyuan Real Estate Development Co., Ltd., which is funded by assets. The investment time is May 20, 1993. The company holds 116.6 million shares of the company’s unlimited tradable shares, accounting for the public day. 37.69% of the total shares of the company. Article 23 under the following circumstances, the company may not purchase its own shares in accordance with laws and Article 23. However, there are administrative regulations, departmental rules and the articles of association, except for the acquisition of the company under one of the following circumstances:
(I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company;
(II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive;
(III) award shares to the employees of the company; (IV) the shareholder requests the company to purchase its shares due to the shareholder’s objection to the company’s merger or division resolution made at the general meeting of shareholders; Those who disagree and ask the company to purchase their shares. Except for the above circumstances, (V) the company that uses the shares to convert the convertible shares issued by the company will not buy or sell the shares of the company.
Corporate bonds;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 when purchasing the shares of the company, the company can choose one of the following methods:
One of the ways: (I) centralized bidding trading in stock exchanges;
(I) centralized bidding trading mode of stock exchanges; (II) method of offer;
(II) method of offer; (III) other methods approved by laws and regulations and the CSRC.
(III) other methods approved by the CSRC. Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall do so through public centralized transactions.
Article 25 If the company purchases its shares due to the circumstances specified in Item (I) of Article 23 and item (II) of Article 23 of the articles of association, it shall purchase its shares for the reasons specified in Item (III) of Article 23, and it shall be subject to the resolution of the shareholders’ meeting; The company made a resolution at the East general meeting in accordance with Article 23 (III) of the articles of association. After the company purchases the company’s shares in accordance with the circumstances specified in item, item (V) and item (VI) of Article 23, if it belongs to the circumstances specified in Item (I), it shall cancel the company’s shares from the date of acquisition in accordance with the provisions of the articles of association or within 10 days from the date of the general meeting of shareholders; If the board of directors is authorized to attend the meeting in paragraph (II) or above, it belongs to the situation in paragraph (II) of paragraph (IV). Should be transferred or cancelled within six months. If the company purchases the shares of the company in accordance with Article 23 of the articles of association, the shares of the company purchased in accordance with item (III) of Article 13 will not exceed the later. If it belongs to item (I), it shall exceed 5% of the total issued shares of the company from the date of acquisition; The funds used for acquisition shall be written off within days; In case of items (II) and (IV), it shall be paid from the after tax profit of the company; The purchased shares shall 1 be transferred or cancelled within six months; It belongs to item (III) and is transferred to employees within the year. Under the circumstances of items (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.
Before and after revision
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after they buy them, or buy them again within 6 months after they sell them, and the proceeds therefrom shall belong to the company, The board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the sole agency purchase of the directors, supervisors, senior managers and the remaining after-sales shares of the company in Article 29, as well as the shareholders with Chinese certificates holding more than 5% of the shares of the company, it shall be excluded from other circumstances specified by the stock Regulatory Commission of the company.
If the tickets are sold within 6 months after the purchase, or the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph buy them again within 6 months after the sale, the proceeds from this shall belong to the company, and the shares or other equity securities held by the directors of the company, including their income will be recovered. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining shares held by its spouse, parents and children and the use of other people’s accounts, it shall sell the shares without tickets or other securities with the nature of equity.
Limited by 6 months. 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.
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 the evidence that the shareholders hold the shares of the company. Article 31 the company shall establish sufficient evidence based on the certificates provided by the securities registration authority. Shareholders enjoy rights according to the types of shares they hold and establish a register of shareholders. The register of shareholders is the obligation to prove that shareholders hold shares of the company; There is sufficient evidence that shareholders holding the same kind of shares enjoy equal rights. Shareholders enjoy rights, interests and obligations of the same kind according to the types of shares they hold. Assume obligations; Shareholders holding shares of the same kind shall enjoy equal rights, and shareholders shall enjoy rights and assume obligations according to the types of shares they hold; Benefit, undertake the same obligations. Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations. Article 38 shareholders of the company
