chapter
Cheng
(reviewed and approved by the 2021 annual general meeting of shareholders held on May 20, 2022)
Bohai Leasing Co.Ltd(000415) articles of Association
(revised in 2022)
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fifteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors thirty
Section 1 Directors thirty
Section II board of Directors Chapter VI managers (CEO) and other senior managers 39 Chapter VII board of supervisors forty-two
Section I supervisors forty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-five
Section I financial accounting system forty-five
Section II Internal Audit fifty
Section III appointment of accounting firm 50 Chapter IX notices and announcements fifty-one
Section I notice fifty-one
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-three
Section 1 merger, division, capital increase and capital reduction fifty-three
Section 2 dissolution and liquidation 54 Chapter XI amendment of the articles of Association 57 Chapter XII Supplementary Provisions fifty-seven
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 (hereinafter referred to as the guidelines for the articles of association) 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 (hereinafter referred to as the “company”).
The company was approved by the people’s Government of Xinjiang Uygur Autonomous Region with the reply on the establishment of Xinjiang Huitong Co., Ltd. (XSG [1993] No. 089) and was established in the form of targeted offering. It was registered with the market supervision and Administration Bureau of Xinjiang Uygur Autonomous Region and obtained a business license. Unified social credit Code: 916500 Shenzhen Worldunion Group Incorporated(002285) 973682.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 12.5 million ordinary shares in RMB to the public for the first time on June 12, 1996, and was listed on Shenzhen Stock Exchange on July 16, 1996.
Article 4 registered name of the company:
Full Chinese Name: Bohai Leasing Co.Ltd(000415)
Full English Name: Bohai Leasing Co., Ltd
Article 5 domicile of the company: No. 93, Huanghe Road, Urumqi, Xinjiang Uygur Autonomous Region, China
Postal Code: 830000
Article 6 the registered capital of the company is RMB 6184521282.
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 their shares, 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, managers (CEO) and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers (CEO) and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy manager, chief financial officer and Secretary of the board of directors of the company.
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.
Chapter II business purpose and scope
Article 13 the company’s business purpose: adhere to the guidance of serving the real economy, deeply cultivate the leasing industry, continuously improve the company’s core competitiveness by strengthening the integration and improvement of the leasing industry and innovating the leasing mode, and strive to build the company into a leading leasing industry group in the world. Article 14 after being registered according to law, the business scope of the company is: municipal infrastructure leasing; Leasing of power facilities and equipment; Transportation infrastructure and equipment leasing and new energy and clean energy facilities and equipment leasing; Investment in water affairs and water conservancy construction; Investment in energy, education, mining and pharmaceutical industry; Mechanical and electrical products, chemical products, metal materials, hardware and electrical equipment, building materials, equity investment, investment consulting and services.
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.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company was established, the total number of ordinary shares approved to be issued was 28863000, and 22590500 shares were issued to the sponsors Xinjiang water resources and Power Construction Corporation, Karamay Tianshan Industrial Development Company, Hainan International Trust and Investment Corporation, Guangdong Economic Association energy and chemical company, China jiangheli Hydropower Development Corporation and Urumqi light source power industry corporation, accounting for 78.3% of the total number of ordinary shares of the company.
Article 20 the total number of shares of the company is 6184521282, and the capital structure of the company is: 6184521282 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 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 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) use shares to convert corporate bonds issued by the company that can be converted into shares; (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in 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 the circumstances in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. The acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the common shares of the company in accordance with Article 24, 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. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules.
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 to the company the shares of the company they hold and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company they hold; The shares held by the company shall not be transferred within one 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 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 six months after they buy them, or buy them again within six months after they sell them. 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 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; (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 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving his holding of shares and the number of shares held by him. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If 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 directors and senior managers violate laws, administrative regulations or the articles of association when performing their duties
