Henan Zhongyuan Expressway Company Limited(600020)
constitution
May, 2002
Henan Zhongyuan Expressway Company Limited(600020) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V Party Building Chapter VI board of directors twenty-seven
Section 1 Directors twenty-seven
Section 2 independent directors thirty-one
Section III board of Directors 37 Chapter VII general manager and other senior managers Chapter VIII board of supervisors forty-seven
Section I supervisors forty-seven
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit fifty
Section I financial accounting system fifty
Section II Internal Audit fifty-four
Section III appointment of accounting firm fifty-four
Chapter X notice and announcement fifty-five
Section I notice fifty-five
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation fifty-six
Section 1 merger, division, capital increase and capital reduction fifty-six
Section 2 dissolution and liquidation 57 Chapter XII amendment of the articles of Association 59 Chapter XIII Supplementary Provisions sixty
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 articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 Henan Zhongyuan Expressway Company Limited(600020) 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 approved by yugupi Zi [2000] No. 64 document of Henan Provincial People’s government, established by five sponsors such as Henan Expressway Development Co., Ltd., registered with Henan market supervision administration and obtained a business license. Unified social credit Code: 91410 Boe Technology Group Co.Ltd(000725) 823522k.
Article 3 the company issued 280000000 ordinary shares in RMB to the public for the first time in July 2003 with the approval of the China Securities Regulatory Commission, and was listed on the Shanghai Stock Exchange on August 8, 2003.
Article 4 registered name of the company: Henan Zhongyuan Expressway Company Limited(600020)
English name of the company: Henan Zhongyuan Expressway Company Limited
Article 5 company domicile: H11, floor 3, block B, Newton international, No. 97, Xuzhuang East Road, Jinshui District, Zhengzhou City, postal code: 450003.
Article 6 the registered capital of the company is RMB 2247371832.
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 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, carries out its role, takes the direction, manages the overall situation and ensures the implementation. The company provides necessary conditions for the activities of the party organization.
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 term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of finance, the Secretary of the board of directors and other senior managers determined and appointed by the board of directors.
Chapter II business purpose and scope
Article 13 business purpose and development strategy of the company: financing, investment, development, construction and operation management of transportation infrastructure projects such as high-grade highways and independent bridges; Focus on providing efficient and high-quality services, creating the best economic and social benefits and safeguarding the interests of all shareholders; Take advantage of the financing advantages of the capital market, actively carry out capital operation, maintain and increase the value of the company’s assets, accelerate the construction of transportation infrastructure and promote the development of the national economy.
Article 14 after being registered according to law, the business scope of the company: investment, operation, management and maintenance of transportation infrastructure projects such as high-grade highways, large and super large independent bridges; Investment and development of high-tech projects; Leasing and repair of mechanical equipment; Sales of auto parts, highway building materials, mechanical and electrical products (excluding automobiles), furniture, general merchandise, local products, arts and crafts, clothing, shoes and hats and household appliances; Cigarettes, cigars (certificates), catering, accommodation services, non-staple food sales (certificates), audio-visual products, books and magazines rental and retail (certificates) (the above scope is limited to branches); Technical services and consulting services; Vehicle cleaning service; Goods distribution (excluding transportation); House leasing; Gas station facilities and equipment leasing; Physical lease; Leasing of billboards with self owned property rights of expressways and operation and management of service areas.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of ordinary shares shall be RMB 1 per share.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is established, 770000000 shares shall be issued to the promoters, of which the proportion and quantity of shares held by each promoter, the mode and time of capital contribution are as follows:
Name of sponsor proportion of subscribed shares (%) contribution method contribution time
Henan Expressway Development Co., Ltd. 535127527694971 assets December 2000
Huajian transportation economic development center 233897419303763 assets December 2000
Henan Expressway Industrial Development Company 3250180.0422 cash December 2000
Henan transportation planning, survey and Design Institute 3250180.0422 cash December 2000
Henan Highway and port administration 3250180.0422 cash December 2000
Total 7700 Ping An Bank Co.Ltd(000001) 00
Article 20 the company has 2247371832 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. 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 registered capital of a company may be reduced. 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 24 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it 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 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.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 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 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 does 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 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 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 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, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
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 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 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 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
