Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association
April 2022
catalogue
Vanfund Urban Investment&Development Co.Ltd(000638) articles of Association one
Chapter I General Provisions one
Chapter II business purpose and scope two
Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders six
Section III convening of the general meeting of shareholders eight
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders eleven
Section VI voting and resolutions of the general meeting of shareholders thirteen
Chapter V board of Directors seventeen
Section 1 Directors seventeen
Section II board of Directors nineteen
Chapter VI general manager and other senior managers twenty-two
Chapter VII board of supervisors twenty-four
Section I supervisors twenty-four
Section II board of supervisors twenty-four
Chapter VIII Financial Accounting system, profit distribution and audit twenty-six
Section I financial accounting system Where a shareholder occupies the funds of a listed company in violation of regulations, the company shall deduct the cash dividend distributed by the shareholder to repay
The funds it occupies Wrong! No bookmarks defined.
Section II Internal Audit twenty-nine
Section III appointment of accounting firm twenty-nine
Chapter IX notices and announcements thirty
Section I notice thirty
Section II announcement thirty-one
Chapter X merger, division, dissolution and liquidation thirty-one
Section 1 merger or division thirty-one
Section 2 dissolution and liquidation thirty-two
Chapter XI amendment of the articles of Association thirty-three
Chapter XII 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, these articles of association are formulated 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.
Article 2 Vanfund Urban Investment&Development Co.Ltd(000638) (formerly China Liaoning International Cooperation (Group) Co., Ltd., hereinafter referred to as “the company” or “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. The company is a joint-stock limited company reorganized and established by China Liaoning International Economic and Technological Cooperation Corporation in the form of targeted offering with the approval of the reply on the reorganization of China Liaoning International Economic and Technological Cooperation Corporation Limited (ltgf [1993] No. 27) issued by Liaoning Provincial Economic System Reform Commission in 1993. On May 20, 1993, the company was registered with Liaoning Provincial Administration for Industry and Commerce and obtained a business license. Unified social credit Code: 912100 Suzhou Victory Precision Manufacture Co.Ltd(002426) 66665h. In August 1996, with the approval of liaozheng [1996] No. 133 document of Liaoning Provincial People’s Government on the approval of the division of China Liaoning International Cooperation (Group) Co., Ltd., the derivative division was implemented on the base date of June 30, 1996, and China Liaoning International Cooperation Co., Ltd. was separated. The surviving company after the division is the company.
Article 3 in October 1996, with the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjfz (1996) No. 301 document, the company issued 15 million ordinary shares to the public for the first time on the Internet of Shenzhen Stock Exchange from November 12 to 16, 1996, and was listed on Shenzhen Stock Exchange on November 26, 1996. Article 4 registered name of the company: Chinese: Vanfund Urban Investment&Development Co.Ltd(000638)
English: Vancouver Urban Investment & Development Co., Ltd
Article 5 company domicile: No. 30, Jiangyuan street, Jiangyuan District, Baishan City, Jilin Province Postal Code: 134700
Article 6 the registered capital of the company is 309.4 million 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 their shares, 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 based on the enterprise spirit of “service, harmony, hard work and innovation” and the development concept of “creating brand with quality”, the company develops in an all-round way, develops in the direction of standardization, scale and collectivization, and seeks the maximum interests for all shareholders.
Article 13 after registration according to law, the business scope of the company is: Construction and investment of urban roads and infrastructure; Water supply and drainage and pipe network construction and investment; Urban gas and pipe network construction and investment; Construction and investment of urban service projects (schools, hospitals, etc.); Urban old city reconstruction; Construction and investment of urban development and construction and other infrastructure projects, project investment and project management; Medical technology development; Data processing and storage services; Basic software services and application software services; Research, development, design and installation of computer network; Development and sales of computer software and hardware, technology promotion, technology transfer, technical consultation and technical services; Internet information services; Information system integration service; Internet of things technology 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)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
All shares issued by the company are ordinary 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 kind 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. For shares subscribed by any unit or individual, the same price shall be paid 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 Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 the sponsor 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 19 the total number of shares of the company is 309.4 million. The capital structure of the company is: 309.4 million A-Shares of common stock, without other types of shares.
Article 20 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 21 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 22 the company may reduce its registered capital in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 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) 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 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 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 Article 23 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 Article 23 of the articles of association, if it belongs to 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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 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 buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
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.
Article 30 the controlling shareholder and the actual controller shall clearly promise that if the controlling shareholder, the actual controller and their affiliates occupy the company’s funds and require the company to provide guarantees in violation of laws and regulations, they will not transfer the shares of the company they hold and control until all the occupied funds are returned and all the illegal guarantees are lifted, and authorize the board of directors of the company to handle the share locking procedures. The board of directors of the company shall handle the locking procedures of the company’s shares held by the relevant parties within five trading days from the date of knowing the fact that the controlling shareholders, actual controllers and their affiliates occupy the company’s funds and the company provides guarantees in violation of laws and regulations.
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.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 The shareholders of the company shall enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) according to
