Antong Holdings Co.Ltd(600179)
Articles of Association
January 2022
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 shareholders' meeting
Section III proposal of the general meeting of shareholders
Section IV resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Section III independent directors
Section IV Secretary of the board of directors
Chapter VI president Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Section III resolutions of the board of supervisors
Chapter VIII finance, accounting and auditing
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, dissolution and liquidation
Section 1 merger or division
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, 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 the company 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 heizhenghan [1998] No. 57 document of the people's Government of Heilongjiang Province; Registered with Heilongjiang Provincial Administration for Industry and Commerce and obtained a business license.
Business license No.: 912302007028474177
Article 3 with the approval of the China Securities Regulatory Commission on September 15, 1998, the company first issued 100 million ordinary shares in RMB to the public on September 22, 1998, of which 100 million domestic shares subscribed in RMB were issued to domestic investors and listed on the Shanghai Stock Exchange on November 4, 1998.
Article 4 registered name of the company:
Chinese Name: Antong Holdings Co.Ltd(600179)
English Name: Antong Holdings Co, Ltd.
Article 5 company domicile: No. 2, Xiangyang Street, Fularji District, Qiqihar City, Heilongjiang Province, postal code: 161041.
Article 6 the registered capital of the company is RMB 4364286051.
Article 7 when engaging in business activities, the company must abide by laws, administrative regulations, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities. The legitimate rights and interests of the company shall be protected by law and shall not be infringed upon.
The company is a perpetual 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 the articles of association 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 from the date of entry into force.
The shareholders of the company shall abide by laws, administrative regulations and the articles of association, exercise their rights according to law, and shall not abuse their rights to damage the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to damage the interests of the company's creditors.
Where a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.
Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company.
The controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall not use their affiliated relations to damage the interests of the company. If they violate these provisions and cause losses to the company, they shall be liable for compensation.
Article 11 The term "senior managers" as mentioned in the articles of association refers to the president, chief operating officer, vice president, Secretary of the board of directors, chief financial officer and other persons recognized as senior managers by the board of directors.
Chapter II business purpose and scope
Article 12 business purpose of the company: the company focuses on market demand, takes container shipping logistics as the core, integrates waterway, highway, railway and other transportation resources, and is driven by digital intelligent technology to provide customers with green, economic, efficient and safe whole process logistics solutions for container shipping; Promote the co construction, sharing, mutual benefit and exchange of industrial chain and supply chain ecosystem, and promote the high-quality and orderly development of the industry.
Article 13 with the approval of the company registration authority, the business scope of the company is:
Industrial investment and investment consulting services; Cargo transportation, cargo transportation agency, warehousing services (excluding dangerous goods), ship management services; Logistics distribution, packaging services, consulting, and acting as an agent for the import and export of all kinds of commodities and technologies (except those involving pre licensing, national limited company operation or prohibited import and export). (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; For the shares subscribed by any unit or individual, the same price shall be paid per share. Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, the same shares, the same rights and the same interests.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the initiator of the company is Heilongjiang Heihua Group Co., Ltd.
Article 20 the total number of shares of the company is 4364286051, and all shares are ordinary 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.
The company may invest in other enterprises; However, unless otherwise provided by law, it shall not become a contributor jointly and severally liable for the debts of the invested enterprise.
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 CSRC.
Article 23 the company may reduce its registered capital in accordance with the provisions of the articles of association. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures specified in the articles of association. Article 24 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) a shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders.
(V) use the shares to convert the company's bonds that can be converted into shares issued by the company;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not purchase the company's shares.
Article 25 a company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
If the company purchases its shares for the reasons of items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company's acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares for the reasons of items (III), (V) and (VI) of Article 24 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
The company made mistakes in accordance with the articles of association! Reference source not found. It is stipulated that after the acquisition of the company's shares, 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 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 shall 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 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 30 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
The term "shares or other equity securities held by directors, supervisors and senior managers" as mentioned in the preceding paragraph includes shares or other equity securities held by their spouses, parents and children and held in other people's accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, 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 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. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) obtain dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders' agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(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) participate in the distribution of the company's remaining property according to its share of shares in the event of termination or liquidation of the company;
(VII) shareholders who disagree with the resolution on 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 34 Where a shareholder requests 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, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder.
Article 35 Where 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 36 If a director or senior manager violates 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 company's shares 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, the shareholders may request the board of directors in writing to bring a lawsuit to the people's court.
Board of supervisors
