constitution
(January 2022)
(Draft)
HuaSu Holding Co., Ltd
Huasu Holdings Co.，Ltd.
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 general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders' meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V party organization of the company
Section I party organization and its emergence and composition
Section 2 responsibilities of Party Organizations
Chapter VI board of directors
Section 1 directors
Section II board of directors
Chapter VII general manager and other senior managers
Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter X notice and announcement
Section I notice
Section 2 Announcement
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XII amendment of the articles of association Chapter XIII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, adhere to and strengthen the overall leadership of the party, improve the corporate governance structure, and build a modern state-owned enterprise system with Chinese characteristics, in accordance with the company law of the people's Republic of China (hereinafter referred to as the company law) The articles of association are formulated in accordance with 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, the regulations of the Communist Party of China on the work of grass-roots organizations of state-owned enterprises (for Trial Implementation) 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 opinions on the standardization of joint stock limited companies and other relevant provisions, registered with Sichuan Administration for Industry and commerce, obtained the business license and unified social credit code 91510000621607788j.
Article 3 the company issued 81540000 RMB ordinary shares to the public for the first time in 1990 with the approval of Nanchong branch of the people's Bank of China. It was listed on Shenzhen Stock Exchange on May 7, 1993.
Article 4 registered name of the company:
Chinese Name: Huasu Holdings Co.Ltd(000509)
English Name: HuaSu Holdings Co., Ltd
Article 5 company domicile: No. 223, Fujiang Road, Shunqing District, Nanchong City, Sichuan Province, post code: 637000
Article 6 the registered capital of the company is 1073128052 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 according to the provisions of the constitution of the Communist Party of China and with the approval of the superior party organization, the company establishes the organization of the Communist Party of China, carries out party activities, establishes the party's working organization, allocates and strengthens the staff of the party organization, and provides basic guarantee such as personnel, venue and funds for the work of the party organization. The party organization structure and staffing shall be incorporated into the enterprise management organization and staffing, and the full-time party affairs staff shall be allocated at a proportion of no less than 1% of the total number of employees. Party organization work funds shall be included in the company's budget, implemented at no less than 1% of the total wages of employees, and disbursed from the company's management fees.
Article 9 the chairman is the legal representative of the company.
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, 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 term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, assistant general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose and scope
Article 13 business purpose of the company: adhere to the pioneering and enterprising spirit, ensure success in market competition with standardized operation, implement scientific management methods and ideas, enable the company to develop continuously and stably, obtain good economic benefits and satisfy shareholders.
Article 14 after being registered according to law, the business scope of the company is: development and production of computer software; Develop, produce and sell electronic products and components; Production, sales, import and export of feather (velvet) products and clothing; Import and export of raw and auxiliary materials, general machinery, instruments and accessories required for feather (velvet) products; Technical service and consultation on konjac products and feather (velvet) products; Shipping services. Wholesale and retail of knitwear and textiles, agricultural and sideline products (excluding cotton, cocoons, tobacco leaves, grain and oil), general machinery and accessories, daily sundries, metal materials (excluding rare and precious metals), department stores, instruments, instruments and accessories, palm oil; planting; Aquaculture; estate management; Production and sales of plastic profiles, aluminum alloy profiles and doors and windows; Self owned commercial house leasing services; Self owned housing rental services. (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 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.
Article 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the sponsor of the company is Nanchong down products factory. The subscription time is May 1993. The number of shares subscribed is 32612000 shares, accounting for 39.99% of the total shares at the time of subscription, and is invested in net assets.
Article 20 the total number of shares of the company is 1073128052, all of which 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 the company's shares 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:
（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 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 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) 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 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 shall not acquire the shares of the company.
Article 25 a company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its own shares under the circumstances specified in items (III), (V) and (VI) of Article 24, it shall do so through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders; If the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be resolved at the meeting of the board of directors attended by more than 2 / 3 of the directors.
After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of item (1), 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 three years.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. 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 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 3 years 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 purchase of the remaining shares after the package sale, 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, senior managers and natural person shareholders" 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:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders' agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） 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;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） 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;
（8） 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.
The convening procedures and voting methods of the general meeting of shareholders and the board of directors are illegal
