Western Regions Tourism Development Co.Ltd(300859)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders 9 Chapter V board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Party Building Chapter IX Financial Accounting system, profit distribution and audit 59 Chapter X notices and announcements 68 Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation 70 Chapter XII amendment of the articles of Association 74 Chapter XIII Supplementary Provisions seventy-five
Western Regions Tourism Development Co.Ltd(300859) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Western Regions Tourism Development Co.Ltd(300859) (hereinafter referred to as “the company” or “the company”) and its 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 articles of association are formulated in accordance with the provisions of 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, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of gem listed companies of Shenzhen Stock Exchange and other relevant laws, regulations and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The joint stock limited company established by the company in the form of initiation and establishment is registered with Changji Prefecture market supervision and Administration Bureau and has obtained a business license with a unified social credit code of 91650 Hunan Development Group Co.Ltd(000722) 367867j.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 17, 2020, the company issued 38.75 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on August 6, 2020.
Article 4 registered name of the company:
Full Chinese Name: Western Regions Tourism Development Co.Ltd(300859)
Article 5 domicile of the company: No. 229, Junggar Road, Fukang City
Article 6 the registered capital of the company is 155 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 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 shall become a document that regulates the organization and behavior of the company, adjusts the rights and obligations between the company and shareholders and between shareholders, and has legal binding force on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager 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 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: give full play to the company’s industrial advantages, focus on economic benefits, rely on modern management, and take the overall revitalization of Wuchang tourism and Xinjiang tourism economy as the ultimate goal, actively explore China’s international market, promote the further development of the company, and provide reasonable return on investment for all shareholders.
Article 13 business scope of the company: Catering; Shuttle bus passenger transport; Tourism services; Tourism resources development; Sales of Tourism Arts and crafts; Battery car operation; Tour Guide Service; Passenger ropeway operation; Sightseeing bus operation; Advertising business operation, bus passenger transport service; House leasing; Convenience store retail; Wholesale and retail of food, agricultural and sideline products, textiles, sales of daily necessities, repair and maintenance of motor vehicles; Tourism passenger transport; Car rental (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.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value is 1 yuan per share.
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 promoters of the company and the number of shares subscribed by them are as follows:
Name of shareholder number of shares held by way of capital contribution (10000 shares) shareholding proportion share nature
Fukang SDIC net assets 210035% national shares
Xintian international net assets 180030% state-owned legal person shares
Beizhong real estate cash 900 15% corporate shares
Yalong Bay Hotel cash 720 12% corporate shares
Xinjiang Yilite Industry Co.Ltd(600197) company cash 180 3% corporate shares
Yongweitai company cash 180 3% corporate shares
Xinyuan county travel agency cash 120 2% state-owned legal person shares
Total – 6 Tcl Technology Group Corporation(000100) %——
Article 19 the current total number of shares of the company is 155 million, all of which are in RMB
Through stock.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not
The purchase or proposed purchase of the company in the form of gift, advance, guarantee, compensation or loan
Provide any assistance to persons holding shares in the company.
Section II increase, decrease and repurchase of shares
Article 21 the company shall comply with laws and regulations according to the needs of operation and development
According to the provisions of the shareholders’ meeting, the following methods can be adopted to increase the capital through resolutions made by the shareholders’ meeting:
(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. 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 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 safeguarding the company’s value and shareholders’ rights and interests.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Article 25 Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
The company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association 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 23 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 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 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 one year from the date of establishment of the company. The shares of the listed company shall not be transferred within one year from the date of public trading of the shares of the listed company.
The directors, supervisors and senior managers of the company shall report the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; The shares held by the company shall not be transferred within one 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 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, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after package sales, the time limit for selling the shares is not subject to six months.
The shares held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include shares held by their spouses, parents and children and by using the accounts of others. If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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 31 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 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) if the shareholders request to convene or participate in the shareholders’ meeting according to law, the proxy shall be appointed to preside over and participate in the meeting;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) upon the termination of the company’s liquidation, the company’s remaining shares or assets held by it;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 35 If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates laws, administrative regulations or the articles of association when performing its duties, resulting in losses to the company,
