Hna Investment Group Co.Ltd(000616)
Articles of Association
(reviewed and approved at the 8th meeting of the 9th board of directors on April 28, 2022, which needs to be reviewed by the 2021 annual general meeting of shareholders of the company)
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter 3 shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-four
Section III appointment of accounting firm Chapter IX notices and announcements thirty-five
Section I notice thirty-five
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation 37 Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions forty
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 opinions on the standardization of joint stock limited companies and other relevant provisions (hereinafter referred to as the “company”).
On March 14, 1993, the company was approved by the Dalian Economic System Reform Commission in the form of general reform and commission Fa [1993] No. 62 document, and was established by Dalian Bohai hotel group company as the main sponsor in the form of directional fund-raising. On May 27, 1993, the company held its founding meeting and registered with Dalian market supervision and Administration Bureau on the same day, with the business license number of 2102 China Vanke Co.Ltd(000002) 61664.
On December 29, 1994, approved by the general reform and commission of Dalian Economic System [1994] No. 121 document, the land assessed by Dalian Bohai hotel was used as the state share capital of the company, and the company fulfilled the change registration procedures according to law.
The company has been standardized in accordance with the company law and went through the registration formalities again in March 1996. Article 3 with the approval of China Securities Regulatory Commission on September 16, 1996, the company issued 12.5 million ordinary shares in RMB to the public for the first time, all of which were domestic shares subscribed in RMB to domestic investors. The issuance time was October 22, 1996, and was listed and traded on Shenzhen Stock Exchange on November 8, 1996.
Article 4 Chinese name of company registration: Hna Investment Group Co.Ltd(000616)
English name of company registration: HNA Investment Group Co., Ltd
Article 5 legal address of the company: 2129, Changjiang office building, 123 Changjiang Road, Zhongshan District, Dalian
Postal Code: 116001
Article 6 the registered capital of the company is RMB 1430234425.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 according to the company law and the articles of association of the Communist Party of China, the company shall establish an organization of the Communist Party of China to carry out party activities. The company provides necessary support for the activities of the party organization.
Article 10 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 11 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 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 13 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, Secretary of the board of directors, chief financial officer, assistant to the general manager and other senior managers recognized by the board of directors.
Chapter II business purpose and scope
Article 14 the business purpose of the company is to realize the sustainable development of the enterprise through steady investment, scientific operation, fine management, cooperation and sharing; Respect the needs of stakeholders to share the progress of the times. Advocate humanistic care internally, fulfill the social responsibility of corporate citizens externally, promote social harmony and promote national rejuvenation.
Article 15 after being registered according to law, the business scope of the company:
Project investment and management (excluding special approval); Equity investment; Investment consulting and services; Other businesses permitted by laws and regulations (the specific contents shall be subject to the contents approved by the industrial and commercial department)
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality. Each share of the same kind 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the promoters of the company are Dalian Bohai Hotel Group Co., Ltd., China Industrial And Commercial Bank Of China Limited(601398) Dalian trust and investment company and Dalian Rixing Industrial Company. Among them: Dalian Bohai Hotel Group Co., Ltd. is invested in assets, while China Industrial And Commercial Bank Of China Limited(601398) Dalian trust and Investment Co., Ltd. and Dalian Rixing Industrial Company are invested in cash. The contribution date is May 27, 1993.
Article 21 the total number of shares of the company is 1430234425. The capital structure of the company is: 1430234425 ordinary shares without other types of shares.
Article 22 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 23 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 24 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 25 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) 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) 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 26 the company may purchase shares in a public manner or in other ways approved by the CSRC.
Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 25 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 25 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.
Except for the above-mentioned circumstances of the company, the company shall not carry out the trading of shares.
“After the company purchases its shares in accordance with paragraph 1 of Article 25 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; if it belongs to items (II) and (IV), it shall be transferred or cancelled within 6 months; if it belongs to items (III), (V) and (VI) In case of the above circumstances, 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 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 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 31 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and 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 32 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 33 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 34 shareholders of the company enjoy the following rights:
(I) receive 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) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(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 35 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with proof of the type and shareholding of the company’s shares he holds
