Hna Technology Co.Ltd(600751) articles of Association
January 2022
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 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 Secretary of the board of directors Section V Special Committee of the board of directors Chapter 6 President Chapter VII board of supervisors Section 1 supervisors Section 2 board of supervisors Section III resolution of the board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm 29 Chapter IX notices and announcements Section I notice Section 2 Announcement Chapter X merger, division, dissolution and liquidation Section 1 merger or division Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 32 Chapter XII Supplementary Provisions thirty-two
Chapter I General Provisions
Article 1 the 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 guidelines for the articles of association of listed companies and other relevant provisions in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as the "company") established by private placement in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions.
The company was approved by the Tianjin Municipal People's Government in the reply on approving Tianjin shipping company to implement the pilot joint-stock system (Jin Zheng Han (1992) No. 53) and was established in the form of targeted offering. On December 1, 1992, the company obtained the business license of enterprise legal person issued by Tianjin Administration for Industry and Commerce (hereinafter referred to as the "original registration authority").
After the promulgation and implementation of the company law, the company standardized in accordance with the company law and issued a new business license for enterprise legal person by the original registration authority on October 23, 1996.
In 1998, 6 shares were issued for every 10 shares of profit distribution and 4 shares were added to every 10 shares of capital reserve. After the transfer, the registered capital was changed to 466 million shares, and the business license of enterprise legal person was changed on March 24, 2000.
In March 2001, after the company implemented the plan of placing 3 shares per 10 shares, the registered capital was changed to 49264882 shares, and the business license of enterprise legal person was changed on February 25, 2002.
In December 2012, the company's fifth extraordinary general meeting and relevant shareholders' meeting in 2012 deliberated and approved the split share structure reform plan on debt exemption of major shareholders and conversion of capital reserve into share capital, and the registered capital was changed to 89264882 shares.
In September 2013, the third extraordinary general meeting of shareholders of the company in 2013 deliberated and approved the proposal on the company's non-public offering of shares, and the registered capital was changed to 2899337783 shares after the non-public offering.
Article 3 according to the articles of association of the Communist Party of China, the company establishes the CPC Hna Technology Co.Ltd(600751) Committee (hereinafter referred to as the "company Party committee") and the CPC Hna Technology Co.Ltd(600751) Discipline Inspection Committee (hereinafter referred to as the "company discipline inspection committee"), establishes the party's working organization and is equipped with party affairs staff. The establishment and staffing of the party organization shall be incorporated into the company's management organization and staffing, and the work funds of the party organization shall be incorporated into the company's budget and disbursed from the company's management fees. The Party committee of the company plays the role of political core and ideological guidance in the company, publicizes and implements the party's principles and policies, guides and supervises the enterprise to comply with national laws and regulations, leads the trade union, the Communist Youth League and other mass organizations, unites and condenses the staff and workers, protects the legitimate rights and interests of all parties, and promotes the healthy development of the enterprise.
Article 4 on July 20, 1992, the company issued 120 million RMB ordinary shares to domestic investors for the first time, including 72.44 million shares to state-owned legal persons and 36.255 million shares to internal employees of the company, with the approval of the reply on Approving the issuance of internal shares by Tianjin Shipping Co., Ltd. (Jin Yin Jin [1992] No. 420) issued by Tianjin Branch of the people's Bank of China, 11.305 million shares were issued to domestic legal persons.
With the approval of "Jin Zheng ban Zi [1995] No. 42" document of Tianjin securities administration office and "Hu Zheng ban Zi [1996] No. 052" document of Shanghai securities administration office, the company issued 90 million class B shares on March 29, 1996, and this part of the shares publicly issued to the public were listed on Shanghai Stock Exchange (Shanghai Stock Exchange) on April 30, 1996; With the approval of the "Zheng Jian FA Zi (1996) No. 157" Reply of the China Securities Regulatory Commission, the occupied amount of the company's original internal staff shares was converted into 34.64 million public shares, which were listed on the Shanghai Stock Exchange on September 9, 1996; The reply also stipulates that the remaining 5.245 million original internal staff shares, with a par value of one yuan per share, can be listed and circulated three years after the expiration of the period from the date of listing of social public shares. Since the company implemented the distribution plan of sending 6 shares to 4 shares for every 10 shares in August 1998, this part of shares increased to 10.481 million shares. According to the arrangement of Shanghai Stock Exchange, this part of internal staff shares was also listed and traded on Shanghai Stock Exchange on September 9, 1999.
With the approval of zjggz (2001) No. 11 document of China Securities Regulatory Commission, the company implemented a 10:3 share allotment to all shareholders based on the total share capital of 466000000 shares at the end of 2000. As of March 20, 2001, 26648820 shares were actually allotted, including 2720520 shares to state-owned legal person shareholders and 23928300 shares to RMB ordinary shareholders. As arranged by the Shanghai Stock Exchange, the RMB ordinary shares placed this time have been listed and traded on the Shanghai Stock Exchange on April 3, 2001.
According to the split share structure reform plan on debt exemption of major shareholders and conversion of capital reserve into share capital considered and approved by the company's extraordinary general meeting and relevant shareholders' meetings, the company converted 400 million yuan of capital reserve formed by debt exemption into 400 million shares. Among them, 12.9162 shares were transferred to all A-share circulation shareholders for every 10 shares, with a total of 133927269 shares; Directional transfer of 8.1194 shares for every 10 shares to grand Xinhua logistics Holdings (Group) Co., Ltd. and all B-share circulating shareholders, with a total of 266072731 shares.
According to the reply on Approving the non-public offering of shares of Tianjin Shipping Co., Ltd. (zjxk [2014] No. 1075) issued by China Securities Regulatory Commission, the company issued 2006688963 A shares in December 2014.
Article 5 the registered name of the company is " Hna Technology Co.Ltd(600751) ", and the English name is hnatech Technology Co., Ltd
Article 6 the registered address of the company is 803, Huaying building, Central Avenue, Tianjin pilot free trade zone (Airport Economic Zone), China, and the office address of the company is No. 143, Chongqing Road, Heping District, Tianjin, China.
Article 7 the registered capital of the company is RMB 2899337783.
If the total registered capital of the company changes due to the increase or decrease of the registered capital, after the general meeting of shareholders passes the resolution approving the increase or decrease of the registered capital, the general meeting of shareholders needs to pass a resolution on the amendment of the articles of association, and in this resolution, the board of directors of the company is authorized to go through the registration procedures for the change of the registered capital in accordance with the provisions of the regulations on the administration of company registration.
Article 8 the company is a permanent joint stock limited company.
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 their shares, 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 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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, President and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, President and other senior managers of the company in accordance with the articles of association.
Article 12 The term "other senior managers" as mentioned in the articles of association refers to the company's senior vice president, vice president, chief financial officer and Secretary of the board of directors.
Chapter II business purpose and scope
Article 13 business purpose of the company: Taking shipping, logistics, trade and related financial services as industries, the company is committed to building an international operation, service, management and investment platform for logistics and upstream and downstream industrial chains, so as to create good business benefits for all shareholders.
Article 14 with the approval of the company registration authority, the business scope of the company is: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Internet data services; Software development; Development of artificial intelligence application software; Basic software development of artificial intelligence; Artificial intelligence theory and algorithm software development; Blockchain technology related software and services; Information system integration service; Data processing and storage support services; Integrated circuit design; Information technology consulting services; Technology intermediary services; Technology import and export; Import and export of goods; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Computer and office equipment maintenance; Repair of communication equipment; Leasing of computer and communication equipment; Procurement agency services; China cargo transportation agency; International freight forwarder; NVOCC business; International shipping agency; hotel management; Housing lease; Non residential real estate leasing. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: international liner transportation. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Chapter III Party Organizations
Article 15 the Party committee of the company shall set up one party secretary, one to two deputy party secretaries and several other party committee members. The Secretary of the Party committee is the person in charge of party affairs, and one deputy secretary of the Party committee is determined to assist the Secretary of the Party committee to focus on Party construction. Eligible Party committee members can enter the board of directors, the board of supervisors and the management through legal procedures. Eligible Party members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures.
Article 16 the Party committee of the company shall perform its duties in accordance with the party constitution and other party laws and regulations. include:
(I) ensure and supervise the implementation of the party and national principles and policies in the company, and implement the major strategic decisions of the Party Central Committee and the State Council and the relevant important work arrangements of the superior party organizations.
(II) implement the general requirements of Party building in the new era, comprehensively lead the company's party building, comprehensively promote the company's party's political construction, ideological construction, organization construction, style construction and discipline construction, penetrate the system construction, deeply promote the anti-corruption struggle and continuously improve the quality of Party building. Practically strengthen the party building of the company and its subsidiaries. (III) strengthen the leadership and control over the selection and appointment of personnel, adhere to the principle of the party managing cadres, and combine the selection of managers by the board of directors according to law and the use of human rights by managers according to law.
(IV) discuss and decide on the company's reform, development and stability, major business and management matters and major issues involving the vital interests of employees in accordance with the regulations, and put forward opinions and suggestions. Support the general meeting of shareholders, the board of directors, the board of supervisors and the special committee of the board of directors to perform their duties according to law; Support the work of the staff congress.
(V) assume the main responsibility of comprehensively and strictly administering the party. Lead the company's ideological and political work, United Front work, spiritual civilization construction, enterprise culture construction, labor union, Communist Youth League and other group work. Lead the construction of Party style and clean government, and support the Commission for Discipline Inspection to earnestly fulfill its supervision responsibilities.
(VI) strengthen the construction of grass-roots party organizations and Party members, give full play to the fighting fortress role of Party branches and the vanguard and exemplary role of Party members, and unite and lead cadres and workers to actively participate in the reform and development of the company.
(VII) other relevant important matters within the responsibility scope of the Party committee.
The Party committee supports the board of directors, the board of supervisors and senior managers to exercise their functions and powers according to law, improve decision-making rules and procedures, promote scientific decision-making, supervise the effective implementation of decision-making matters, ensure the effective operation of the corporate governance structure and realize the improvement of the value of the company.
Chapter IV shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 all shares issued by the company are registered ordinary shares. The ordinary shares issued by the company include domestic shares (A shares) subscribed in RMB issued to domestic investors and domestic listed foreign shares (B shares) subscribed in US dollars and listed on Shanghai Stock Exchange issued to overseas investors.
Article 19 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, with the same rights and interests for the same shares.
Article 20 the par value of A-Shares issued by the company shall be indicated in RMB; B shares issued by the company shall be marked with par value in US dollars.
Article 21 all the shares of the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Article 22 the total number of ordinary shares approved to be issued by the company is 2899337783 shares.
Article 23 the capital structure of the company is: 28993377830000 ordinary shares,
