Palm Eco-Town Development Co.Ltd(002431) articles of Association
April, 2002
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope four
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section 2 controlling shareholders and actual controllers ten
Section III General provisions of the general meeting of shareholders twelve
Section IV convening of the general meeting of shareholders fifteen
Section V proposal and notice of the general meeting of shareholders sixteen
Section VI convening of the general meeting of shareholders eighteen
Section VII voting and resolutions of the general meeting of shareholders twenty
Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Chapter VI general manager and other senior managers thirty-two
Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-four
Chapter VIII party building thirty-six
Chapter IX stakeholders, environmental protection and social responsibility thirty-six
Chapter X financial accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty
Section III appointment of accounting firm forty
Chapter XI notices and announcements forty-one
Section I notice forty-one
Section II announcement forty-two
Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation forty-three
Chapter XIII amendment of the articles of Association forty-four
Chapter XIV Supplementary Provisions forty-five
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, the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is established by way of sponsorship; Registered with Zhengzhou market supervision and Administration Bureau and obtained a business license.
Article 3 the company issued 30 million ordinary shares in RMB to the public for the first time on May 18, 2010 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on June 10, 2010.
With the approval of China Securities Regulatory Commission on January 4, 2015, the company privately issued 88125000 RMB common shares (A shares) and was listed on Shenzhen Stock Exchange on February 13, 2015.
With the approval of China Securities Regulatory Commission on April 5, 2017, the company privately issued 109988950 RMB common shares (A shares) and was listed on Shenzhen Stock Exchange on July 10, 2017.
Article 4 registered name of the company
Full Chinese Name: Palm Eco-Town Development Co.Ltd(002431)
Full English Name: palm Eco-town Development Co., Ltd
Article 5 domicile of the company: shop 11, floor 5, building 3, phase I of Senda Zhengdong No. 1 project, No. 38, Junxian Road, Zhengdong New Area, Zhengzhou city
Postal Code: 451450
Article 6 the registered capital of the company is 1486985450 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the legal representative of the company is the general manager.
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 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 a legally binding document for 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 Secretary of the board of directors and the chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: adhere to the economic benefit as the center and market-oriented, promote the development of landscape industry, create a harmonious living environment, pursue the common growth of enterprises and employees, provide customers with professional products and services, create value for shareholders and maximize social benefits.
Article 13 after being registered according to law, the business scope of the company: investment in urbanization construction; Planning and design, supporting construction, industrial planning and operation of towns and urban infrastructure; Ecological environment treatment, soil remediation and water treatment; Intelligent services; Project investment and investment management; Tourism resources development; Tourism project planning, investment, construction and management; Management of scenic spots (excluding nature reserves); Development, production and sales of tourism products; Investment and development of leisure industry; Hotel investment and management; Construction of construction projects, water conservancy and hydropower projects, municipal projects, landscaping projects and garden maintenance; Landscape architecture planning and design, urban and rural planning and design, tourism planning and design, architectural design, municipal engineering design and garden engineering supervision; Sales: steel, building materials, garden engineering materials and gardening supplies; Housing sales; House rental; Operating lease of construction machinery and equipment; Research, develop, plant and sell garden plants; To be engaged in the export business of the self-produced products and technologies of the enterprise and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise, except for the commodities and technologies restricted or prohibited by the state.
Projects involving licensed business can only be operated after obtaining the permission of relevant departments (projects subject to approval according to law can only be operated after being approved 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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 all promoters take the net assets of Guangdong Palm Garden Engineering Co., Ltd. audited by Shenzhen Pengcheng certified public accountants Co., Ltd. as 11223804855 yuan as the capital reserve of the company, which is converted into 79 million shares in the proportion of 1.4207:1, and the part of net assets exceeding the share amount of 3323804855 yuan as the capital reserve of the company. The name of each promoter and the number of shares subscribed are as follows:
Serial number name shareholding amount (10000 shares)
1 Wu Guichang 1825611
2 Lai Guochuan 1460552
3 Huang Debin 803272
4 Li Piyue 803272
5 Lin Congxiao 730276
6 Lin Yan 474632
7 Wu Jianchang 438134
8 Wu Hanchang 438134
9 beam and column 328640
10 Yang Jingliang 181700
11 Ding Qiulian 178777
12 Lin MANYANG 126400
13 Huang Xubo 110600
Article 19 the total number of shares of the company is 1486985450, and all shares of the company are ordinary 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. 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 for one of the following circumstances: (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) for equity incentive and employee stock ownership plan;
(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) converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
Except for the above circumstances, the company will not buy or sell its shares.
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 the CSRC.
When the company purchases the shares of the company 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 under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of 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. After the listing of the shares is terminated, the company’s shares will enter the agency share transfer system to continue trading. The company shall not amend the provisions of the preceding paragraph in the articles of association.
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 assets of the company they hold
