Shanghai Construction Group Co.Ltd(600170) articles of Association (revised in 2022) (to be considered by the general meeting of shareholders)
catalogue
Chapter I General Provisions Chapter II business purpose, business principles and business scope Chapter III shares five
Section 1 share issuance five
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 meeting of shareholders nine
Section III proposal of the general meeting of shareholders fifteen
Section IV resolutions of the general meeting of shareholders Chapter V board of directors nineteen
Section 1 Directors nineteen
Section 2 independent directors twenty-two
Section III board of Directors twenty-five
Section IV Secretary of the board of Directors Chapter VI president and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-five
Section III resolution of the board of supervisors Chapter VIII party organization thirty-six
Section 1 institutional setting of Party organizations thirty-six
Section II functions and powers of the Party committee of the company thirty-six
Section III functions and powers of the company’s Discipline Inspection Commission Chapter IX Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit thirty-nine
Section III appointment of accounting firm 40 Chapter X notices and announcements forty
Section I notice forty
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 44 Chapter XIII Supplementary Provisions 44 Shanghai Construction Group Co.Ltd(600170) rules of procedure of the general meeting of shareholders forty-six
Chapter I General Provisions forty-six
Chapter II convening of the general meeting of shareholders forty-six
Chapter III proposal and notice of the general meeting of shareholders forty-seven
Chapter IV convening of the general meeting of shareholders forty-eight
Chapter V Supplementary Provisions 51 Shanghai Construction Group Co.Ltd(600170) rules of procedure of the board of Directors 53 Shanghai Construction Group Co.Ltd(600170) rules of procedure of the board of supervisors fifty-eight
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 articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and the rules of the general meeting of shareholders of listed companies These articles of association are formulated in accordance with the guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 Shanghai Construction Group Co.Ltd(600170) is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions. The company was established by raising funds with the approval of Shanghai Municipal People’s Government (1998) No. 19 document; Registered with Shanghai Administration for Industry and Commerce and obtained the business license of enterprise legal person.
Article 3 the company issued 150 million ordinary shares in RMB to the public for the first time in June 1998 and was listed on the Shanghai Stock Exchange on June 23, 1998 with the approval of the CSRC’s Zheng Jian FA Zi [1998] No. 132 and Zheng Jian FA Zi [1998] No. 133.
Article 4 registered name of the company: Shanghai Construction Group Co.Ltd(600170)
English name of the company: Shanghai Construction Group Co., Ltd
Article 5 company domicile: No. 33, Fushan Road, China (Shanghai) pilot Free Trade Zone postal code: 200120
Article 6 the registered capital of the company is 8904397728 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 for the company, shareholders, directors, supervisors and senior managers to regulate 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 can 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. The senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders. If the company’s senior managers fail to faithfully perform their duties or violate the obligation of good faith, resulting in damage to the interests of the company and public shareholders, they shall be liable for compensation according to law.
The company can establish a fault-tolerant mechanism to encourage innovation. On the premise of complying with laws, regulations and internal control system, if the innovation project fails to achieve the expected objectives, is diligent and does not seek private interests, it will not make negative comments on relevant personnel. The directors, President and other senior managers shall examine and approve innovation projects in accordance with the authority specified in the articles of association and authorized by the general meeting of shareholders or the board of directors. The approved innovation projects shall be subject to the above fault-tolerant mechanism.
Article 11 other senior managers mentioned in the articles of association refer to the company’s vice president, chief engineer, chief economist, chief accountant, risk control director, general legal adviser and Secretary of the board of directors.
Chapter II business purpose, business principles and business scope
Article 12 business purpose of the company: in order to meet the overall requirements of the socialist market economic system, give play to the overall advantages of Shanghai Construction Group Co.Ltd(600170) in the national construction industry, rely on scientific and technological progress and scientific management, further adjust the industrial structure, expand the business scale, expand the business field, play a backbone role in participating in regional and international competition, and become a cross industry, cross region Large comprehensive construction enterprises across borders and ownership.
Article 13 when engaging in business activities, the company shall abide by laws and administrative regulations, strengthen business management, improve economic benefits, accept the management and supervision implemented by the people’s government and its relevant departments and institutions according to law, accept the supervision of the public, bear social responsibilities and be responsible to shareholders.
While achieving its own economic development goals, the company should combine its own development with the coordinated development of society, actively assume social responsibility, pay attention to the non-commercial contributions of the company and stakeholders, society, environmental protection and resource utilization, and strive to create good social benefits and promote the sustainable development of the company and society.
The company shall strengthen the research and development of energy-saving technologies for building materials, strengthen the promotion of new technologies, new materials and new processes for environment-friendly buildings, actively reduce energy consumption during construction and construction, and protect the environment.
The company shall deepen the awareness of social responsibility, improve the social responsibility management system, commit to carrying out various forms of corporate social responsibility public welfare activities, as well as the construction of the company’s labor relations system and the protection of employees’ interests, regularly disclose the report on the performance of social responsibility, and comprehensively improve the ability and level of the company’s social responsibility work.
Article 14 the company shall formulate an information disclosure management system to standardize the company’s information disclosure. The directors, supervisors and senior managers of the company shall faithfully and diligently perform their duties to ensure the authenticity, accuracy, integrity, timeliness and fairness of the information disclosed. Shareholders holding more than 5% of the company’s shares and their persons acting in concert and actual controllers shall cooperate with the company to fulfill the obligation of information disclosure.
Article 15 the company shall establish a confidentiality system to stipulate the confidentiality management of undisclosed major matters. The company shall establish an insider information management system and improve the registration and management of insiders of insider information.
Article 16 the company shall establish an internal control system for the storage, use and management of raised funds, and clarify the hierarchical approval authority, decision-making procedures, risk control measures and information disclosure procedures for the use of raised funds (including idle raised funds to supplement working capital).
Article 17 the company shall protect the legitimate rights and interests of its employees, sign labor contracts with its employees according to law, participate in social insurance, strengthen labor protection and achieve safe production. The company shall strengthen the vocational education and on-the-job training of its employees and improve their quality. The employees of the company shall organize trade unions in accordance with the trade union law of the people’s Republic of China, carry out trade union activities and safeguard the legitimate rights and interests of employees. The company shall provide necessary activity conditions for the labor union of the company. The company establishes a democratic management system in the form of employee congress.
When formulating welfare plans and salary plans involving employees, the company shall listen to the opinions of the trade union and the opinions and suggestions of the company’s employees through the employee congress or other forms.
Article 18 the business scope of the company is: contracting, design, construction and consulting of various construction projects at home and abroad, production, operation and sales of supporting equipment, materials and components, import and export business of various goods and technologies, development and transfer of construction technology, leasing of mechanical equipment, real estate development, operation and consulting, investment and construction of urban infrastructure, industrial investment, China Trade (except for special provisions), Dispatch of various types of labor personnel (excluding Seafarers).
Chapter III shares
Section 1 share issuance
Article 19 the shares of the company shall be in the form of shares.
Article 20 all shares issued by the company are ordinary shares.
Article 21 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality. The same shares have the same rights and interests.
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 22 the par value of the shares issued by the company shall be indicated in RMB.
Article 23 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 24 the total number of ordinary shares approved to be issued for the first time by the company is 537 million, and 387 million shares are issued to the promoters at the time of establishment, accounting for 72.07% of the total number of ordinary shares issued by the company.
Article 25 the total number of shares of the company is 8904397728, and the capital structure is 8904397728 ordinary shares.
Article 26 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 27 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) issue shares to the public;
(II) non public offering of shares
(III) placing shares to existing shareholders;
(IV) distribute bonus shares to existing shareholders;
(V) increase the share capital with the accumulation fund;
(VI) other methods prescribed by laws, administrative regulations and approved by the competent securities authority under the State Council.
Article 28 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 29 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 shall not acquire the shares of the company.
Article 30 the company may purchase its own shares through public centralized trading, or other methods approved by laws and 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 29 of the articles of association, it shall be conducted through public centralized trading.
Article 31 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 29 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 29 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 29 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 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 III
