Gui Zhou Tyre Co.Ltd(000589) articles of Association
(January 2022)
Gui Zhou Tyre Co.Ltd(000589) articles of Association
catalogue
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 thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII Party committee Chapter IX Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-four
Section III appointment of accounting firm Chapter X notices and announcements forty-five
Section I notice forty-five
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-six
Section 1 merger, division, capital increase and capital reduction forty-six
Section 2 dissolution and liquidation 47 Chapter XII amendment of the articles of Association 49 Chapter XIII Supplementary Provisions fifty
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 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by public offering with the approval of the people’s Government of Guizhou Province (QFH (1995) No. 148) and the China Securities Regulatory Commission (CSRC) No. 85. It was registered with the Administration for Industry and Commerce of Guizhou Province, and obtained the business license on January 29, 1996 with the unified social credit code of 915200002144305326.
Article 3 with the approval of China Securities Regulatory Commission on December 22, 1995, the company issued 40 million RMB common shares to the public for the first time, and the tradable shares were listed on Shenzhen Stock Exchange on March 8, 1996.
Article 4 registered name of the company:
Full Chinese Name: Gui Zhou Tyre Co.Ltd(000589)
Full English Name: Guizhou Tyre Co., Ltd
Article 5 company domicile: No. 41, Baihua Avenue, Guiyang City, Guizhou Province zip code: 550008
Article 6 the registered capital of the company is RMB 956 million two hundred and forty thousand four hundred and sixty-two only.
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 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 and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy manager, Secretary of the board of directors, chief financial officer and chief engineer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: under the guidance of national industrial policies, organize production and operation according to market demand, adhere to technological innovation and management innovation, develop China’s tire industry, prosper Guizhou economy, and repay shareholders with good economic benefits.
Article 13 after being registered according to law, the business scope of the company is:
Those prohibited by laws, regulations and decisions of the State Council shall not operate; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. (tire manufacturing and sales; tire retreading and sales; manufacturing and sales of rubber products; manufacturing and sales of water, electricity, steam, rubber compounds and other accessories; import and export business of various commodities and technologies (except those prohibited by the state), foreign cooperative production and “three supplies and one subsidy” business; storage; Logistics transportation.)
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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
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 initiator of the company is the original Gui Zhou Tyre Co.Ltd(000589) factory. On January 6, 1996, the company subscribed 78.55 million shares with assets, and the shares of the initiator are held by the former Guiyang state owned assets management office. In February 1997, Guiyang state owned Assets Administration Bureau was established, and the sponsor’s share holder was changed to Guiyang state owned Assets Administration Bureau; In April 2004, Guiyang state owned assets investment management company obtained the shares of the company held by the former Guiyang state owned Assets Management Bureau through administrative allocation; In December 2011, with the approval of the state owned assets supervision and Administration Commission of the State Council, the shares of the company held by Guiyang state owned assets investment management company were transferred to Guiyang industrial investment (Group) Co., Ltd. free of charge; In May 2019, Guiyang industrial investment (Group) Co., Ltd. was renamed Guiyang industrial and Commercial Investment Group Co., Ltd.
Article 19 the total number of shares of the company is 956240462, all of which are ordinary shares.
Article 20 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 21 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 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 stipulated 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:
(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 24 the 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 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 23 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.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 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 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 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 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 that have been 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 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 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares, in violation of the relevant provisions of the securities law, sell the company’s shares or other equity securities held by them within 6 months after buying them, or buy them again within 6 months after selling them, and the proceeds therefrom shall belong to the company, The board of directors of the company will recover its income and disclose it in a timely manner. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council. 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, the shareholders have the right to require the board of directors of the company to implement it in writing 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 30 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 31 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 32 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) laws, administrative regulations, departmental rules or this chapter
