constitution
January 2002
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope four
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-seven
Section III appointment of accounting firm thirty-seven
Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation thirty-nine
Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-two
constitution
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, 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 securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) 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 company law and other relevant laws and regulations.
Article 3 the company is established by way of sponsorship, registered with Ma’anshan Administration for Industry and commerce, obtained a business license, and the unified social credit code is 91340500150660397m. With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 11, 2010, the company issued 19.5 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on February 5, 2010. Approved by the CSRC’s zjxk [2016] No. 3016 document, the company implemented major asset restructuring and issued 3950185873 shares to seven companies and partnerships including Shenzhen Mingde holding Development Co., Ltd., and the total share capital of the company increased from 23349234 shares to 4183678213 shares, The shares of this non-public offering were listed on Shenzhen Stock Exchange on January 23, 2017.
Article 4 registered name of the company
Full Chinese Name: S.F.Holding Co.Ltd(002352)
Full English Name: S.F. Holding Co., Ltd
Article 5 company domicile: room 801, 8th floor, Wanfu building, 303 Fuyong Avenue, Bao’an District, Shenzhen. Postal Code: 518103.
Article 6 the registered capital of the company is RMB 4895202373.
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 shall be legally binding on the company, shareholders, directors, supervisors, general manager and other 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 11 The term “other senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers recognized by the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to maximize the economic return of shareholders’ investment and create satisfactory economic return for shareholders on the premise of abiding by Chinese laws.
Article 13 with the approval of the company registration authority, the business scope of the company is: investment and establishment of industries (specific projects will be reported separately); Marketing planning, investment consulting and other information consulting (excluding talent intermediary services, securities and restricted projects); supply chain management; Asset management, capital management and investment management (not engaged in trust, financial asset management, securities asset management and other businesses); Road general cargo transportation; Car Rental; Headquarters management.
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, and the par value of each share is RMB 1.00.
The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. Article 17 the total number of shares of the company is 4895202373 shares, all of which are ordinary shares.
Article 18 the promoters of the company are: Liu Jilu, Liu Lingyun, Gong Weiping, Huang Xuechun, Tang Chengkuan, Wu Cuihua, Yuan Fuxiang and Zhao Ming. The subscription of the sponsors is:
Sequence name of initiator number of shares subscribed in registered capital equity nature contribution method contribution time
Proportion of No. (shares)
Liu Jilu 33.365 million 66.73% of the net assets of natural person shares were converted into shares on September 30, 2007
Liu Lingyun’s net assets of 7 million 14% natural person shares were converted into 2 shares on September 30, 2007
Gong Weiping 3.205 million 6.41% of the net assets of natural person shares were converted into shares on September 30, 2007
Huang Xuechun 2.725 million 5.45% of the net assets of natural person shares converted to September 30, 2007
Tang Chengkuan converted 3.205% of the net assets of 1.6025 million natural person shares into 5 shares on September 30, 2007
Wu Cuihua’s 8012500 1.6025% net assets of natural person shares were converted into shares on September 30, 2007
Yuan Fuxiang’s net assets of 8012500 1.6025% natural person shares were converted into 7 shares on September 30, 2007
Zhao Ming’s net assets of 500000 1% natural person shares were converted into 8 shares on September 30, 2007
Total 50 million 100%
With the approval of zjxk [2016] No. 3016 document of China Securities Regulatory Commission, the company implemented major asset restructuring and issued 3950185873 shares to 7 companies and partnerships including Shenzhen Mingde holding Development Co., Ltd. the name of the company’s shareholders, the number of shares subscribed and the way of capital contribution are as follows:
Serial number shareholder name number of shares subscribed (10000 shares) contribution method
1. Shenzhen Mingde holding Development Co., Ltd. 270192.7139 is invested in equity
2 Ningbo Shunda Fengrun investment management partnership 39225.3457 contributed by equity
Serial number shareholder name number of shares subscribed (10000 shares) contribution method
(limited partnership)
Jiaqiang Shunfeng (Shenzhen) equity investment partnership is invested in equity
3. Business (limited partnership) 26663.7546
4 Shenzhen Zhaoguang Investment Co., Ltd. 26663.7546 contributed by equity
Yuanhe Shunfeng equity investment in Suzhou Industrial Park is funded by equity
5 enterprise (limited partnership) 26663.7546
Suzhou guyuqiuchuang equity investment partnership is invested in equity
6 (limited partnership) 5332.7509
Ningbo Shunxin Fenghe investment management partnership is invested in equity
7 (limited partnership) 276.5130
Total – 395018.5873 –
Article 19 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 20 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its registered 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 stipulated by laws, administrative regulations and approved by government administrative departments.
Article 21 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 22 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
