Songcheng Performance Development Co.Ltd(300144)
constitution
April 23, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
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 shareholders’ meeting
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 II board of directors
Chapter VI president and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
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, the 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) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law of the people’s Republic of China and other relevant provisions (hereinafter referred to as the “company”).
The company was approved by the Zhejiang Provincial Leading Group for enterprise listing entrusted by the people’s Government of Zhejiang Province with the reply on Approving the change and establishment of Hangzhou Songcheng Tourism Development Co., Ltd. (Zheshang [2000] No. 69), and was changed from a limited company to a joint stock limited company in accordance with the company law of the people’s Republic of China and other relevant regulations; The company is registered with Zhejiang market supervision and Administration Bureau and has obtained a business license with the business license number of 9133 Shahe Industrial Co.Ltd(000014) 3102311g.
Article 3 on November 16, 2010, the company issued 42 million ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on December 9, 2010 with the approval of CSRC zjxk [2010] No. 1632.
Article 4 the registered name of the company is:
Chinese Name: Songcheng Performance Development Co.Ltd(300144)
Full English Name: Songcheng Performance Development Co., Ltd
Article 5 company domicile: No. 148, Zhijiang Road, Hangzhou post code: 310008
Article 6 the registered capital of the company is RMB 261469404.
Article 7 the company is a permanent joint stock limited company.
Article 8 the president 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. 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.
Article 11 other senior managers mentioned in the articles of association refer to the vice president, Secretary of the board of directors and chief financial officer of the company.
Article 12 the company establishes the organizational structure of the Communist Party of China and is equipped with party affairs staff in accordance with the articles of association of the Communist Party of China. The establishment of Party organizations and working funds shall be included in the company’s budget and disbursed from the company’s management fees. Party organizations play a political core role in the company.
Chapter II business purpose and scope
Article 13 the company’s business purpose: follow national laws and regulations, take market needs as the guidance, continue to create diversified performing arts content, lead the development of performing arts industry, enrich people’s cultural consumption, adhere to the unity of economic and social benefits, strive to develop into a world-class cultural performing arts group, repay shareholders and society. Article 14 with the approval of the company registration authority, the business scope of the company is: licensed business items: song and dance performances, acrobatic performances, opera performances, music performances, comprehensive literary and artistic performances (operated with the business performance license), performances and brokerage business (operated with the business performance license), catering services (see the catering service license for the scope) and parking services. General business items: tourism services, development and operation of theme parks, planning and organization of cultural activities, cultural communication planning, animation design, exhibition organization, investment and development of leisure industry, industrial investment, tourism e-commerce, design, production, agency and release of all kinds of advertisements in China, investment management of film and television projects, sales of tourism supplies and arts and crafts (excluding gold jewelry), department stores and local products (excluding food); Wholesale and retail of publications (operating with license); Including the business scope of subordinate branches.
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.
The same price shall be paid per share for the shares subscribed by the bidder.
Article 17 the par value of the shares issued by the company shall be indicated in RMB, with 1 yuan per share.
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 promoters of the company are based on the original Hangzhou Songcheng Group Co., Ltd
The net assets corresponding to the equity of the company shall be converted into shares to subscribe for the shares of the company, and the registered capital shall be fully paid when the company is established. The promoters and the number of shares subscribed by them are as follows:
No. number of shares subscribed by the sponsor company at the time of establishment (10000 shares)
1 Hangzhou Xianghu Green Valley Tourism Development Co., Ltd. 2915
2 Hangzhou Nan’ao tourism real estate Co., Ltd. 1055
3 Lishui Shanshui Industrial Development Co., Ltd
4 Huang Qiaoling 400
5 Cai Jianxi 330
6 Zeng Yingjiu 200
7 Liu Ping 200
8 total 6000
Article 20 the total number of shares of the company is 261469404, and the capital structure of the company is: 261469404 ordinary shares, without other types of shares.
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 China Securities Regulatory Commission. 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 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 25 a 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 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 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 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 (including preferred shares) of the company they hold and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same type 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 if the shareholders, directors, supervisors and senior managers holding 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 the proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other equity securities held by their spouses, parents and children or 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.
Article 32 when the company convenes the 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, and the shareholders registered on the equity registration date shall be entitled to the relevant rights
