Huaxi Securities Co.Ltd(002926)
constitution
(reviewed and approved by the first extraordinary general meeting of shareholders in 2022 on January 13, 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares Section 1 issuance of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders 5 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 the general meeting of shareholders 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 2 independent directors Section III board of Directors Section IV Special Committee of the board of directors 37 Section V Secretary of the board of Directors 39 Chapter VI board of supervisors Section 1 supervisors Section II board of supervisors Chapter VII party organization, Party building and cultural construction Section 1 institutional setup and work guarantee of Party organizations Section 2 functions and powers of the company’s Party Committee Section III functions and powers of the company’s Discipline Inspection Commission Chapter VIII general manager and other senior managers forty-five
Chapter IX compliance management and internal control Chapter X financial accounting system, profit distribution and audit Section 1 financial accounting system 52 section II Internal Audit Section III appointment of accounting firm 57 Chapter XI notices and announcements 57 section 1 notice 57 section II announcement Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 59 Chapter XIII amendment of the articles of Association 61 chapter XIV Supplementary Provisions 62 Annex I: basic information of sponsors sixty-four
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Huaxi Securities Co.Ltd(002926) (hereinafter referred to as “the company” or “the company”), 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 securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) and the regulations on the supervision and administration of securities companies The articles of association are formulated in accordance with the standards for the governance of securities companies, the provisions on the equity management of securities companies and other relevant provisions.
Article 2 the company is a joint stock limited company established by Huaxi Securities Co.Ltd(002926) limited liability company in accordance with the company law, the securities law and other relevant provisions, and all shareholders of Huaxi Securities Co.Ltd(002926) limited liability company jointly act as initiators in accordance with the agreement.
The company is registered with Sichuan market supervision administration and has obtained a business license with the business license number of 91510000201811328m.
Article 3 with the approval of China Securities Regulatory Commission on January 12, 2018, the company issued 525000000 RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on February 5, 2018.
Article 4 registered Chinese name of the company: Huaxi Securities Co.Ltd(002926)
Chinese abbreviation of the company: Huaxi Securities Co.Ltd(002926)
English Name: Huaxi Securities Co., Ltd
Article 5 domicile of the company: No. 198, Tianfu Second Street, high tech Zone, Chengdu, China (Sichuan) pilot Free Trade Zone postal code: 610095
Article 6 the registered capital of the company is RMB 2.625 billion.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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, 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 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. For the company, shareholders, directors and other shareholders of the company, shareholders may sue directors, supervisors, general manager and other senior managers, and the company may 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 company’s deputy general manager, compliance director, Secretary of the board of directors, financial director, chief risk officer and personnel actually performing the above duties.
Chapter II business purpose and scope
Article 12 the business purpose of the company: standardize the operation according to the requirements of modern enterprise system; Carry out securities business in accordance with national guidelines, policies, laws, administrative regulations and departmental rules, provide high-quality services to customers, create good economic and social benefits, and pursue the maximization of long-term interests of shareholders.
Article 13 the business scope of the company is:
（1） Securities brokerage;
（2） Securities investment consulting;
（3） Financial advisers related to securities trading and securities investment activities;
（4） Securities underwriting and recommendation;
（5） Self operated securities;
（6） Securities asset management;
（7） Selling securities investment funds on a commission basis;
（8） Margin trading;
（9） Selling financial products on a commission basis;
（10） Providing intermediary services for futures companies;
（11） Other businesses approved by the CSRC.
The change of the company’s business scope shall be approved by the CSRC and go through the change formalities at the company registration authority in accordance with legal procedures.
With the consent of the CSRC, the company may set up subsidiaries to engage in private investment fund business; The company may establish subsidiaries to engage in investment in financial products and other alternative investment businesses other than those listed in the list of securities self operated investment varieties of securities companies.
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 par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1. 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 company shall be wholly changed and established by Huaxi Securities Co.Ltd(002926) limited liability company according to law. The promoters of the company take the book net asset value of Huaxi Securities Co.Ltd(002926) limited liability company audited as of December 31, 2013, 6887071931.11 yuan as the capital contribution of the promoters, which is converted into 2100000000 shares at the ratio of 1:0.3049. The names of the promoters of the company, the number of shares subscribed and the shareholding ratio are shown in Annex I: basic information table of promoters of the articles of association.
Article 19 the total number of shares of the company is 2625000000, with a par value of RMB 1 per share, all of which are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares 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 administrative regulations, the company may increase its registered capital in the following ways by resolution of the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company shall not acquire the shares of the company.
If the company purchases its shares under the circumstances specified in items (I) and (II) of paragraph 1 of this article, it shall be approved by 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 this article, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases its shares in accordance with paragraph 1 of this article, 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.
Article 24 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods stipulated by laws, administrative regulations and recognized by the CSRC.
Where the company purchases its own shares under the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 23, it shall be conducted through public centralized trading.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law.
Article 26 the company shall not accept the shares of the company as the subject matter of the pledge.
Article 27 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 their shares held in the company and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold (except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property, etc.); 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 28 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, if the Securities Company underwriting the company’s shares 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.
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 29 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 in proportion to their shares. Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 30 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 31 the shareholders and their actual controllers of the company shall meet the conditions stipulated by laws and regulations and the CSRC. The shareholding qualification of shareholders who directly or indirectly hold more than 5% of the shares of the company shall be approved by the CSRC; Without the approval of the CSRC, no institution or individual shall directly or indirectly hold more than 5% of the shares of the company.
Under any of the following circumstances, a unit or individual shall not become a shareholder or actual controller holding more than 5% of the shares of the company:
（1） He has been sentenced for intentional crime, and the execution of the penalty has not exceeded 3 years;
（2） The net assets are less than 50% of the paid in capital, or the contingent liabilities reach 50% of the net assets;
（3） Failure to pay off due debts;
（4） Medium
