Articles of Association of Hanshang Group (December 29, 2025)
Hanshang Group Co., Ltd.
Articles of Association
(After review and approval at the second extraordinary shareholders’ meeting in 2025) Articles of Association of Hanshang Group Co., Ltd.
Directory
Chapter 1 General Provisions................................................................................................................................................1
Chapter 2 Business Purpose and Scope......................................................................................................................1
Chapter 3 Party Building................................................................................................................................................2
Chapter 4 Shares................................................................................................................................................4
Section 1 Share Issuance................................................................................................................................4
Section 2 Increase, decrease and repurchase of shares................................................................................................4
Section 3 Share Transfer................................................................................................................................5
Chapter 5 Shareholders and Shareholders Meeting................................................................................................................5
Section 1 General Provisions for Shareholders................................................................................................................5
Section 2 Controlling Shareholders and Actual Controllers......................................................................7
Section 3 General Provisions of Shareholders’ Meetings......................................................................................................8
Section 4 Convening of Shareholders’ Meeting................................................................................................10
Section 5 Proposals and Notices of Shareholders’ Meetings......................................................................................11
Section 6 Convening of Shareholders’ Meeting................................................................................................12
Section 7 Voting and Resolutions of the Shareholders’ Meeting................................................................................................12
Chapter 6 Board of Directors......................................................................................................................................16
Section 1 General Provisions for Directors................................................................................................16
Section 2 Board of Directors................................................................................................................................18
Section 3 Independent Directors................................................................................................................................21
Section 4 Special Committees of the Board of Directors......................................................................................23
Chapter 7 Senior Management................................................................................................................................24
Chapter 8 Financial Accounting System, Profit Distribution and Audit......................................................................25
Section 1 Financial Accounting System......................................................................................................25
Section 2 Internal Audit......................................................................................................................27
Section 3 Appointment of Accounting Firm......................................................................................27
Chapter 9 Notices and Announcements................................................................................................................28
Section 1 Notice.................................................................................................................................28
Section 2 Announcement......................................................................................................................................28
Chapter 10 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation......................................................28
Section 1 Merger, spin-off, capital increase and capital reduction......................................................................28
Section 2 Dissolution and Liquidation......................................................................................................29
Chapter 11 Modification of the Articles of Association................................................................................................................30
Chapter 12 Supplementary Provisions................................................................................................................................31
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Articles of Association of Hanshang Group Co., Ltd.
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of Hanshang Group Co., Ltd. (hereinafter referred to as the company), shareholders, employees and creditors, and regulate the company's organization and behavior, this Articles of Association is 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, the Guidelines for the Articles of Association of Listed Companies and other relevant regulations.
Article 2 The company is a joint-stock limited company established in accordance with the "Wuhan Municipal People's Government Approved the Municipal Restructuring Commission's Report on Enterprises' Trial Implementation of Joint Stock Systems (Wuzheng [1989] No. 63)" and other relevant regulations.
The company was approved by the Wuhan Municipal Economic Structural Reform Commission's "Wu Ti Gai [1990] No. 7" document on the establishment of Wuhan Hanyang Shopping Mall Co., Ltd., jointly sponsored by Wuhan Hanyang Department Store and Bank of Communications Wuhan Branch, and established by way of raising funds; registered with the Wuhan Municipal Administration for Industry and Commerce, obtained a business license, and unified social credit code: 914201001779184151.
Article 3 The company was approved by the Wuhan Branch of the People's Bank of China [1990] No. 19 on March 9, 1990, to issue 12.8 million RMB ordinary shares to the public for the first time, and was listed on the Shanghai Stock Exchange on November 8, 1996.
Article 4 Company registered name: Hanshang Group Co., Ltd.
English name: HANSHANG GROUP CO., LTD.
Article 5 Company address: No. 134, Hanyang Avenue, Wuhan City, China Postal Code: 430050
Article 6 The registered capital of the company is RMB 295,032,402.
Article 7 The company shall be a joint stock limited company with permanent existence.
Article 8 The chairman of the board of directors is the legal representative of the company.
If a director or manager who serves as the legal representative resigns, he shall be deemed to have resigned as the legal representative at the same time.
If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.
The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company.
The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or these Articles of Association.
Article 9 All property of a company shall be divided into shares of equal value. Shareholders shall bear liability to the company to the extent of the shares they have subscribed for, and the company shall bear liability for the debts of the company with all of its property.
Article 10 From the date of entry into force, these Articles of Association shall become a legally binding document that regulates the organization and behavior of the company, and the rights and obligations between the company and shareholders, and between shareholders, and shall be legally binding on the company, shareholders, directors, and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.
Article 11 The term “senior management personnel” as mentioned in these Articles of Association refers to the company’s manager, deputy manager, secretary to the board of directors, and financial controller.
Chapter 2 Business Purpose and Scope
Article 12 The company's business purpose: Under the national macro-control, independently organize production and operations in accordance with market demand, with the purpose of improving economic efficiency, labor productivity and realizing the preservation and appreciation of capital, adhering to the direction of socialist management, making full use of strong financial resources, human resources and rich modern management experience, giving full play to market competitive advantages, providing high-quality services to Chinese and foreign guests with comprehensive and multi-functional operating conditions, increasing profits for the company and shareholders, and contributing to national economic construction.
Article 13 After registration in accordance with the law, the company's business scope: Licensed items: health food sales; food operations (items that require approval according to law can only be carried out with the approval of relevant departments, as specified in the Articles of Association of Hanshang Group Co., Ltd.
Business projects are subject to approval documents or licenses from relevant departments) General projects: department stores, knitted textiles, Wujinjiaodian, labor protection supplies, chemical raw materials (excluding hazardous chemicals), communication equipment (excluding radio transmitting devices), building decoration materials, arts and crafts, daily sundries, furniture, photographic equipment, photographic photosensitive materials, wedding dresses, dress retail and wholesale; office supplies, electronic products, exhibition Sales of exhibition props; retail of gold and silver jewelry and jade; home appliance repair services; children's play and electric scale services; photography; corporate information consulting services; advertising design, production, and release; clothing processing; import and export of goods or technology (except for import and export of goods and technology prohibited by the state or involving administrative approval); swimming fitness, bowling, climbing, shooting; exhibitions, displays; digital printing; property management; companies Rental and sales of self-owned idle houses; parking lot business; sales of automobiles and spare parts; wholesale and retail of bulk food and pre-packaged food; general freight (validity period is consistent with the period approved by the license); retail and wholesale of other food, non-staple food, books, newspapers and periodicals; non-staple food processing; accommodation and catering services; digital image production; wedding dress, dress, jewelry rental and wedding etiquette services (only Licensed branch operations); retail of cigarettes and cigars; retail of alcohol; R&D, production, and sales of medical devices and medical consumables; R&D, production, and sales of sanitary products; business of pharmaceuticals (operated with a license); hospital management services; institutional elderly care services (branch only); sales of agricultural and sideline products (except for projects that require approval according to law, independently carry out business activities with a business license)
Chapter 3 Party Building
Article 14 The company shall conscientiously implement the lines, principles, policies, decisions and arrangements of the Communist Party of China, unswervingly adhere to the party’s leadership over the company, unswervingly strengthen the company’s party building, ensure that the party’s leadership, party building, and comprehensive and strict party governance are fully reflected and effectively strengthened in deepening corporate reforms, and promote the company to become stronger, better, and bigger.
Article 15 The company shall, in accordance with the provisions of the Constitution of the Communist Party of China, establish a party organization, establish a party working organization, and staff party affairs staff.
Article 16 In the company's organizational structure, a leadership system of "two-way entry and cross-appointment" is implemented. Qualified party committee members can enter the board of directors and management through legal procedures, and qualified party members among the board of directors and management can enter the party committee in accordance with relevant regulations and procedures; management members and party committee members hold moderately cross-term positions.
Article 17 The establishment of the company’s party organization
(1) In accordance with the provisions of the "Constitution of the Communist Party of China", establish the company's Party Committee and the company's Discipline Inspection Commission, and establish party organizations at all levels.
(2) The positions of the secretary, deputy secretary, and members of the company's party committee and the company's disciplinary inspection committee shall be established according to the approval of the superior party organization, and shall be elected or appointed in accordance with the "Constitution of the Communist Party of China" and other relevant regulations.
(3) The company’s party committee has set up specific offices to be responsible for the party’s daily work. At the same time, mass organizations such as trade unions and the Communist Youth League were established.
Article 18 The main form of discussion of the company’s party committee is the party committee meeting, chaired by the party committee secretary. The Party Committee should adhere to and improve democratic centralism, make decisions and resolutions on matters within the scope of its responsibilities in accordance with the principles of "collective leadership, democratic centralization, individual deliberation, and meeting decisions", improve and strictly implement the Party Committee's rules of procedure, and shall not convene a joint meeting of the Party and Government in lieu of holding a Party Committee meeting. In principle, it is held every two months. It can be held at any time in case of important situations. The matters discussed should be recorded in meeting minutes.
Article 19 The main responsibilities of the company’s party committee
(1) Ensure and supervise the implementation of the party and national principles and policies in the company, implement the requirements of the Party Central Committee, the State Council, the provincial party committee, and the provincial government on promoting the reform, development and stability of state-owned enterprises, ensure the correct direction of the company's reform and development, and promote the company to actively assume economic responsibilities, political responsibilities, and social responsibilities.
(2) Strengthen the party committee’s own construction, highlight ideological and political guidance, strictly enforce political disciplines and rules, strictly enforce intra-party political life, take the lead in improving work style, strengthen organizational construction and system construction, and lay a solid foundation for playing the role of core leadership and political core.
Articles of Association of Hanshang Group Co., Ltd.
(3) Fulfill the main responsibility of building party style and clean government, lead and promote the construction of party style and clean government and anti-corruption work, establish the party's disciplinary inspection and supervision agency in accordance with the Party Constitution and relevant intra-party regulations, lead, support and ensure the disciplinary inspection commission to implement supervision responsibilities, coordinate internal supervision resources, establish and improve the supervision mechanism for the operation of power, strengthen the supervision of company leaders, and build a clean company.
(4) Strengthen the construction of grassroots party organizations and party member teams, strengthen political functions and service functions, and better play the role of grassroots party organizations as a fighting fortress and the vanguard and exemplary role of party members.
(5) Lead the company's ideological and political work and mass organizations such as labor unions and the Communist Youth League, support the work of the Workers' Congress, insist on using the socialist core value system to guide the construction of company culture, spiritual civilization and brand image, do a good job in stabilizing petitions, and build a harmonious company.
(6) Implement the principle of Party management of cadres and Party management of talents, follow the requirements of establishing and improving the modern state-owned enterprise system with Chinese characteristics, adapt to the needs of market competition, build a team of high-quality business managers and talents, and actively do a good job in the work of non-party intellectuals.
(7) Participate in the company’s decision-making on major issues, support the shareholders’ meeting, board of directors, and managers in exercising their powers in accordance with the law, promote the formation of a scientific and democratic decision-making mechanism with power checks and balances, coordinated operation, and ensure the preservation and appreciation of the company’s assets.
Article 20 The main content of the company’s party committee’s participation in decision-making on major issues
(1) The company’s major measures to implement the party’s lines, principles, policies, national laws and regulations, and important decisions of superiors;
(2) The company’s development strategy and medium- and long-term development plans;
(3) The company’s operating policy;
(4) Principle and directional issues in the company's asset reorganization, property rights transfer, capital operation and large-scale investment;
(5) Formulation and modification of the company’s important reform plans;
(6) Company merger, division, change, dissolution, establishment and adjustment of internal management organizations, establishment and cancellation of subordinate enterprises;
(7) Selection, assessment, compensation, management and supervision of the company’s middle and senior management personnel;
(8) Major matters involving the vital interests of employees submitted to the workers’ congress for discussion;
(9) Important measures taken in major production safety, maintenance of stability, etc. involving the company's political and social responsibilities;
(10) Other major issues that require the party committee to participate in decision-making.
Article 21 The main procedures for the company’s party committee to participate in decision-making on major issues
(1) Convene the party committee to discuss and study major issues to be decided by the board of directors and management, and put forward opinions and suggestions. If the Party Committee believes that there are other major issues that require decision-making by the Board of Directors and managers, they may raise them to the Board of Directors and managers;
(2) Party committee members who join the board of directors or management, especially those who serve as chairman or general manager, must communicate with other members of the board of directors and management on the party committee’s relevant opinions and suggestions before the proposal is formally submitted to the board of directors or general manager’s office meeting;
(3) Party committee members who join the board of directors and management should fully express the opinions and suggestions of the party committee when making decisions at the board of directors and management, and report the decision-making situation to the party committee in a timely manner;
(4) Party committee members who have entered the board of directors and management find that the decisions to be made by the board of directors and management are not in line with the party’s line, principles, policies and national laws and regulations, are not in line with the clear requirements of the provincial party committee, provincial government and state-owned assets regulatory agencies, are not in line with the company’s current situation and development positioning, or are inconsistent with the company’s current situation and development positioning, or If a rigorous and scientific feasibility study has not been carried out before, and it may harm the interests of the country, the public, and the legitimate rights and interests of the company and employees, opinions on revoking or postponing the decision-making matter must be put forward, and a timely report to the party committee shall be made after the meeting, and clear opinions shall be formed through the party committee to provide feedback to the board of directors and management. If it cannot be corrected, it must be reported to the higher-level party organization in a timely manner.
Articles of Association of Hanshang Group Co., Ltd.
Chapter 4 Shares
Section 1 Share Issuance
Article 22 The company's shares shall be in the form of stocks.
Article 23 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category shall have equal rights.
For shares of the same type issued at the same time, the issuance conditions and price for each share should be the same; subscribers should pay the same price for each share subscribed.
Article 24 The face value of the par value shares issued by the company shall be expressed in RMB.
Article 25 The shares issued by the company shall be centrally deposited at the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Article 26 The company was established through the overall restructuring of the former Hanyang Department Store in Wuhan City. The operating net assets were converted into 11.81 million state shares. The sponsor, Bank of Communications Wuhan Branch, subscribed for 3 million shares of the company's shares. The shares held by the sponsor accounted for 53.64% of the total number of issuable ordinary shares at the time of the company's establishment. The total number of shares issued when the company was established was 27.61 million shares, and the value of each par value share was 1 yuan.
Article 27 The total number of shares of the company is 295,032,402 shares, and the company’s capital structure is: 295,032,402 ordinary shares.
Article 28 The company or its subsidiaries (including its affiliated enterprises) shall not provide funding in the form of gifts, advances, guarantees, loans, etc. to others who obtain shares of the company or its parent company, except when the company implements an employee stock ownership plan.
For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.
Section 2 Increase, decrease and repurchase of shares
Article 29 According to the needs of operation and development, in accordance with the provisions of laws and regulations, and after the shareholders' meeting makes separate resolutions, the company may increase capital in the following ways:
(1) Issuance of shares to unspecified objects;
(2) Issuance of shares to specific objects;
(3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital;
(5) Laws, administrative regulations and other methods prescribed by the China Securities Regulatory Commission.
Article 30 A company may reduce its registered capital. When a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.
Article 31 A company may not acquire its own shares. However, except for one of the following circumstances:
(1) Reduce the company’s registered capital;
(2) Merge with other companies that hold the company’s shares;
(3) Use shares for employee stock ownership plans or equity incentives;
(4) A shareholder requests the company to acquire his or her shares because he or she objects to the company's merger or division resolution made by the shareholders' meeting;
(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks;
(6) Necessary for the company to maintain the company's value and shareholders' rights and interests.
Article 32 A company may acquire its own shares through public centralized transactions or other methods recognized by laws, regulations and the China Securities Regulatory Commission.
Due to the circumstances stipulated in Items (3), (5) and (6) of Article 31 of the Articles of Association, the Company
Articles of Association of Hanshang Group Co., Ltd.
Any formal acquisition of the company's shares shall be carried out through public centralized transactions.
Article 33 If the company acquires the company's shares due to the circumstances of Items (1) and (2) of Article 31 of this Article, it shall be subject to a resolution of the shareholders' meeting;
The acquisition of the company's shares under the circumstances specified in Items (5) and (6) may be resolved in accordance with the provisions of these Articles of Association at a board meeting attended by more than two-thirds of the directors.
After the company acquires the company's shares in accordance with the provisions of Article 31, if it falls under the circumstances of item (1), it shall be canceled within ten days from the date of acquisition; if it falls under the circumstances of items (2) and (4), it shall be transferred or canceled within six months; if it falls under the circumstances of items (3), (5), and (6), the total number of shares of the company held by the company shall not exceed 10% of the total number of issued shares of the company, and shall be transferred or canceled within three years.
Section 3 Share Transfer
Article 34 The company’s shares shall be transferred in accordance with the law.
Article 35 The company does not accept its own shares as the subject of pledge.
Article 36 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the stock exchange.
Directors and senior managers of a company shall report to the company the shares they hold in the company (including preference shares) and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares of the same category held by them in the company; 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 the shares of the company held by them within six months after their resignation.
Article 37 If a company's directors, senior managers, or shareholders holding more than 5% of the company's shares sell the company's stocks or other equity securities they hold within six months of purchase, or purchase them again within six months of sale, the proceeds shall belong to the company, and the company's board of directors will take back the proceeds. However, securities companies holding more than 5% of the shares due to underwriting the purchase of remaining stocks after the sale are excluded, as well as other circumstances stipulated by the China Securities Regulatory Commission.
The stocks or other securities with an equity nature held by directors, senior managers, and natural person shareholders as mentioned in the preceding paragraph include stocks or other securities with an equity nature held by their spouses, parents, and children and those held using the accounts of others.
If the company's board of directors fails to implement the provisions of the first paragraph, the shareholders have the right to request the board of directors to implement it within thirty days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.
If the company's board of directors fails to comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liability in accordance with the law.
Chapter 5 Shareholders and Shareholders’ Meeting
Section 1 General Provisions for Shareholders
Article 38 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders enjoy rights and assume obligations according to the class of shares they hold; shareholders holding the same class of shares enjoy the same rights and assume the same obligations.
Article 39 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. Shareholders registered after the market close on the equity registration date shall be shareholders who enjoy relevant rights and interests.
Article 40 Shareholders of the company enjoy the following rights:
(1) Receive dividends and other forms of benefit distribution based on the share of shares held;
(2) Request to convene, convene, host, participate in, or appoint shareholders’ agents to participate in shareholders’ meetings in accordance with the law, and exercise corresponding voting rights;
Articles of Association of Hanshang Group Co., Ltd.
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association;
(5) Inspect and copy the company's articles of association, shareholder list, corporate bond stubs, shareholders' meeting minutes, board meeting resolutions, and financial accounting reports. Shareholders who individually or collectively hold more than 3% of the company's shares for more than 180 consecutive days may inspect the company's accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;
(7) Shareholders who object to the company merger or division resolution made by the shareholders' meeting require the company to acquire their shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Charter.
Article 41 If a shareholder requests to inspect or copy relevant materials of the company, he or she shall submit a written request to the company, explain the purpose, and provide written documents proving the type and number of shares held by the company, and comply with the provisions of the Company Law, Securities Law and other laws and administrative regulations. The company shall provide the request according to the shareholder's request after verifying the shareholder's identity.
If the company has reasonable grounds to believe that a shareholder's inspection of accounting books and accounting vouchers has improper purposes and may harm the company's legitimate interests, it may refuse to provide inspection and shall reply to the shareholder in writing and explain the reasons within 15 days from the date of the shareholder's written request. If the company refuses to provide inspection, the shareholder may file a lawsuit with the People's Court.
Article 42 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and administrative regulations, shareholders have the right to request the People’s Court to invalidate the resolutions.
If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.
Article 43 If directors or senior managers other than the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and cause losses to the company, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the audit committee to file a lawsuit in the People's Court in writing; if members of the audit committee violate laws, administrative regulations or the provisions of this Article of Association when performing their duties and cause losses to the company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit in the People's Court.
If the audit committee or the board of directors refuses to file a lawsuit after receiving a written request from a shareholder as stipulated in the preceding paragraph, or fails to file a lawsuit within thirty days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders specified in the preceding paragraph have the right to directly file a lawsuit with the People's Court in their own name for the benefit of the company.
If others infringe upon the company's legitimate rights and interests and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the previous two paragraphs.
Articles of Association of Hanshang Group Co., Ltd.
If directors, supervisors or senior managers of a company's wholly-owned subsidiaries perform their duties in violation of laws, administrative regulations or the provisions of these articles of association, causing losses to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own names.
If a company's wholly-owned subsidiary does not have a board of supervisors or supervisors, but has an audit committee, the provisions of paragraphs 1 and 2 of this article shall apply.
Article 44 If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and damage the interests of shareholders, shareholders may file a lawsuit in the People's Court.
Article 45 The shareholders of the company bear the following obligations:
(1) Comply with laws, administrative regulations and this charter;
(2) Pay the share price according to the shares subscribed and the method of subscription;
(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;
(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;
(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.
If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law. If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
Section 2 Controlling Shareholders and Actual Controllers
Article 46 The controlling shareholders and actual controllers of a company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and stock exchanges, and safeguard the interests of the company.
Article 47 The company’s controlling shareholders and actual controllers shall abide by the following provisions:
(1) Exercise shareholders’ rights in accordance with the law, and do not abuse control rights or use affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;
(2) Strictly implement the public statements and commitments made, and shall not make any changes or exemptions without authorization;
(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(4) Company funds shall not be appropriated in any way;
(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Other provisions of laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles of Association regarding directors' duties of loyalty and diligence shall apply.
If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.
Article 48 Controlling shareholders and actual controllers pledge the company shares they hold or actually control Articles of Association of Hanshang Group Co., Ltd.
If the company votes, control of the company and the stability of production and operations should be maintained.
Article 49 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and the commitments they have made to restrict share transfers.
Section 3 General Provisions of Shareholders’ Meetings
Article 50 The company’s shareholders’ meeting shall be composed of all shareholders. The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:
(1) Determine the company’s business policies and investment plans;
(2) Elect and replace directors, and decide on remuneration matters for directors;
(3) Review and approve the report of the board of directors;
(4) Review and approve the company’s annual financial budget plan and final accounts plan;
(5) Review and approve the company’s profit distribution plan and loss compensation plan;
(6) Make a resolution on increasing or decreasing the company’s registered capital;
(7) Make resolutions on the issuance of corporate bonds;
(8) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(9) Modify this Articles of Association;
(10) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(11) Review and approve the guarantee matters specified in Article 51 of this Article;
(12) Review the company’s purchase and sale of major assets within one year that exceed 30% of the company’s latest audited total assets;
(13) Review and approve changes in the use of raised funds;
(14) Review equity incentive plans and employee stock ownership plans;
(15) Review the company’s transactions that meet one of the following standards (except for providing guarantees, financial assistance, receiving cash assets as gifts, and simply reducing or exempting the company’s obligations):
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 50% of the company's latest audited total assets;
The net assets involved in the transaction target (such as equity) (if there are both book value and appraisal value, whichever is higher) account for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
The transaction amount (including debts and expenses assumed) accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 50 million yuan;
The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;
The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited operating income in the most recent fiscal year, and the absolute amount exceeds 50 million yuan;
The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan.
Other standards stipulated in the "Shanghai Stock Exchange Stock Listing Rules".
If the data involved in the above indicators are negative, the absolute value is used for calculation.
If the company's transactions only meet the standards of item 4 or 6 of this item, and the absolute value of the company's earnings per share in the most recent fiscal year is less than 0.05 yuan, it may be exempted from submission to the shareholders' meeting for review in accordance with Article 50 of these Articles of Association, but it must still perform information disclosure obligations in accordance with regulations.
(16) Review related transactions with related parties whose amount (including debts and expenses assumed) exceeds RMB 30 million and accounts for more than 5% of the absolute value of the company's latest audited net asset value.
Articles of Association of Hanshang Group Co., Ltd.
The cumulative amount of related-party transactions between the company and the same related party (including other related parties that are controlled by the same entity or have an equity control relationship with the related party) on the same subject or the company and different related parties related to the same transaction category within 12 consecutive months (the amount of related-party transactions that have completed the shareholders' meeting review process will no longer be included in the corresponding cumulative calculation range) related-party transactions that meet the above conditions;
(17) Review the following financial assistance actions of the company:
The amount of a single financial aid exceeds 10% of the company’s latest audited net assets;
The latest financial statement data of the funded object shows that the asset-liability ratio exceeds 70%;
The cumulative amount of financial assistance in the last twelve months exceeds 10% of the company’s latest audited net assets;
The funded objects are related joint-stock companies that are not controlled by the company’s controlling shareholders or actual controllers;
Shanghai Stock Exchange or other circumstances stipulated in these Articles of Association.
If the funding object is a controlled subsidiary within the scope of the company's consolidated statements, and the other shareholders of the controlled subsidiary do not include the company's controlling shareholder, actual controller and their related persons, this provision may be exempted from the application.
(18) Review other matters that should be decided by the shareholders' meeting as stipulated in laws, administrative regulations, departmental rules or these Articles of Association.
The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
Article 51 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting:
(1) Any guarantee provided after the total external guarantees of the company and its controlled subsidiaries reach or exceed 50% of the latest audited net assets;
(2) Any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
(3) The amount of guarantee provided by the company to others within one year exceeds 30% of the company’s latest audited total assets;
(4) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(5) A guarantee in which the amount of a single guarantee exceeds 10% of the latest audited net assets;
(6) Guarantees provided to shareholders, actual controllers and their related parties;
(7) Other external guarantee matters that should be decided by the shareholders’ meeting in accordance with relevant laws and regulations.
The guarantee in Item (3) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
If the company provides guarantees to related parties, in addition to the deliberation and approval of a majority of all non-related directors, it must also be reviewed and approved by more than two-thirds of the non-related directors attending the board meeting and a resolution must be made, and submitted to the shareholders' meeting for review. If the company provides guarantees for the controlling shareholder, actual controller and their related persons, the controlling shareholder, actual controller and their related persons shall provide counter-guarantee.
Article 52 The shareholders' meeting is divided into annual shareholders' meeting and extraordinary shareholders' meeting. The annual shareholders' meeting is held once a year and should be held within six months after the end of the previous fiscal year.
Article 53 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within two months from the date of occurrence:
(1) When the number of directors is less than six or the number specified in the Company Law;
(2) When the company’s uncompensated losses reach one-third of its total share capital;
(3) When requested by shareholders individually or collectively holding more than 10% of the company’s shares;
(4) When the board of directors deems it necessary;
(5) When the audit committee proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.
Article 54 The place where the company convenes the shareholders’ meeting is the company’s domicile, main office or director. Articles of Association of Hanshang Group Co., Ltd.
A location will be designated.
The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company will also provide online voting methods to facilitate shareholders to participate in the shareholders' meeting.
Article 55 When the company convenes a shareholders’ meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, and these Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company.
Section 4: Convening of Shareholders’ Meeting
Article 56 The board of directors shall convene the shareholders' meeting on time within the prescribed time limit. With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and these Articles of Association, provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within ten days after receiving the proposal.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within five days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.
Article 57 The audit committee shall propose to the board of directors to convene an extraordinary shareholders' meeting, and shall submit the proposal to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within ten days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within five days after making the board's resolution. Any changes to the original proposal in the notice must be approved by the audit committee.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within ten days after receiving the proposal, it will be deemed that the board of directors is unable to perform or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.
Article 58 Shareholders individually or jointly holding more than 10% of the company's shares shall request the board of directors to convene an extraordinary shareholders' meeting in writing. The board of directors shall provide written feedback on whether it agrees or disagrees to convene an extraordinary shareholders' meeting within ten days after receiving the request in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within ten days after receiving the request, shareholders individually or collectively holding more than 10% of the company's shares have the right to propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit a request to the audit committee in writing.
If the audit committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within five days of receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.
If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over it on their own.
Article 59 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the Shanghai Stock Exchange.
The audit committee or the convening shareholder shall submit relevant supporting materials to the Shanghai Stock Exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.
Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%.
Article 60 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors will provide a shareholder register on the record date.
Articles of Association of Hanshang Group Co., Ltd.
If the board of directors fails to provide a list of shareholders, the convener may apply to the securities registration and clearing agency to obtain it with the relevant announcement of the notice of convening the shareholders' meeting. The shareholder list obtained by the convener shall not be used for any purpose other than convening a shareholders' meeting.
Article 61 For a shareholders' meeting convened by the audit committee or the shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Section 5 Proposals and Notices of Shareholders’ Meetings
Article 62 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.
Article 63 When a company convenes a shareholders' meeting, the board of directors, audit committee and shareholders who individually or collectively hold more than 1% of the company's shares have the right to submit proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's shares may submit a temporary proposal ten days before the shareholders' meeting and submit it in writing to the convener. The convener shall issue a supplementary notice to the shareholders' meeting within two days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review. Exceptions are made for temporary proposals that violate laws, administrative regulations or the company's articles of association, or do not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 62 of the Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.
Article 64 The convener will notify all shareholders by means of an announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify all shareholders by means of an announcement 15 days before the meeting.
Article 65 The notice of shareholders’ meeting shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: All shareholders have the right to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder’s proxy does not have to be a shareholder of the company;
(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;
(5) Name and telephone number of the permanent contact person for conference affairs;
(6) Voting time and voting procedures online or by other means.
All specific contents of all proposals shall be fully and completely disclosed in the shareholders' meeting notice and supplementary notice. The start time of voting online or by other means at the shareholders' meeting shall not be earlier than 3:00 pm on the day before the on-site shareholders' meeting, and shall not be later than 9:30 am on the day of the on-site shareholders' meeting, and its end time shall not be earlier than 3:00 pm on the day when the on-site shareholders' meeting ends. The interval between the equity registration date and the meeting date should be no more than seven working days. Once the equity registration date is confirmed, it cannot be changed.
Article 66 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) Disclose the number of shares held in the company;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.
Article 67 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the original date.
Articles of Association of Hanshang Group Co., Ltd.
Section 6 Convening of Shareholders’ Meeting
Article 68 The company’s board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders’ meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.
Article 69 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders’ meeting. and exercise voting rights in accordance with relevant laws, regulations and these Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 70 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.
Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his or her qualifications as a legal representative; if an agent attends the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 71 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the client, the type and number of company shares held;
(2) The name of the agent;
(3) Specific instructions from shareholders, including instructions to vote in favor, against or abstain from voting on each matter included in the agenda of the shareholders’ meeting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 72 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.
Article 73 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.
Article 74 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 75 If the shareholders' meeting requires directors and senior managers to attend the meeting, the directors and senior managers shall attend the meeting and accept inquiries from shareholders.
Article 76 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman is unable or fails to perform his duties, the vice chairman (if the company has two or more vice chairmen, the vice chairman jointly elected by more than half of the directors) shall preside. When the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside.
The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. If the convener of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting.
A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.
When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Articles of Association of Hanshang Group Co., Ltd.
Article 77 The company shall formulate rules of procedure for shareholders' meetings, specifying in detail the convening, convening and voting procedures of shareholders' meetings, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors for shareholders' meetings, and the content of authorization should be clear and specific. The rules of procedure of the shareholders' meeting shall be attached to the articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 78 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year. Each independent director should also make a performance report.
Article 79 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 80 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.
Article 81 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:
(1) Meeting time, location, agenda and name of the convener;
(2) The names of the host of the meeting and the directors and senior managers attending the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in this charter.
Article 82 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Directors, board secretaries, conveners or their representatives, and meeting presiding officers who attend or attend the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods. The retention period shall be no less than ten years.
Article 83 The convener shall ensure that the shareholders’ meeting will be held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the Shanghai Stock Exchange.
Section 7 Voting and Resolutions of Shareholders’ Meeting
Article 84 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by the shareholders present at the shareholders' meeting. Special resolutions made by the shareholders' meeting must be passed by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.
Article 85 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work report of the board of directors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of board members and their remuneration and payment methods;
(4) The company’s annual budget plan and final accounts plan;
(5) Company annual report;
(6) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.
Article 86 The following matters shall be passed by the shareholders' meeting through special resolutions:
Articles of Association of Hanshang Group Co., Ltd.
(1) The company increases or decreases its registered capital;
(2) The division, spin-off, merger, dissolution and liquidation of the company;
(3) Modification of this Articles of Association;
(4) The company purchases or sells major assets or provides guarantees to others for an amount exceeding 30% of the company’s latest audited total assets within one year;
(5) Equity incentive plan;
(6) Other matters that are stipulated in laws, administrative regulations or these Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Article 87 Shareholders shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.
When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
If a shareholder purchases a company's voting shares in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion may not exercise voting rights within thirty-six months after the purchase, and will not be included in the total number of voting shares for shareholders present.
The company's controlled subsidiaries are not allowed to acquire shares issued by the company. If it is true that shares are held for special reasons, the situation shall be eliminated in accordance with the law within one year. Before the above situation is eliminated, the relevant subsidiaries shall not exercise the voting rights corresponding to the shares held.
The company's board of directors, independent directors, shareholders holding more than 1% of the voting shares, or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may publicly solicit shareholder voting rights. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, a company may not impose minimum shareholding ratio restrictions on the solicitation of voting rights.
Article 88 When the shareholders' meeting considers relevant related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be included in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.
Article 89 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors or senior managers to hand over the management of all or important business of the company to that person without approval by a special resolution of the shareholders' meeting.
Article 90 The list of director candidates shall be submitted to the shareholders' meeting for voting in the form of a proposal.
(1) The proposal for the candidate list of directors for the company’s first board of directors shall be submitted by the sponsor.
(2) When directors need to be replaced or added due to re-election of the board of directors or other reasons, the candidates nominated by the board of directors can be used as director candidates.
Shareholders who individually or jointly hold more than 1% of the company's total voting shares for more than 180 consecutive days may propose director candidates. Each proposal may nominate no more than one-quarter of all directors, and no more than the number of candidates to be elected.
(3) During the term of each board of directors, the number of directors to be re-elected (including removal, addition, replacement, etc.) shall not exceed one-quarter of the number of directors stipulated in the articles of association. However, during this period, except for the situation where the sum of the number of directors who can no longer serve as directors of the company due to resignation of directors according to law exceeds the aforementioned ratio.
The board of directors shall announce to shareholders the resume and basic information of candidate directors.
(4) The company's board of directors and shareholders who hold or jointly hold more than 1% of the company's total voting shares may propose independent director candidates, and the investor protection agency established in accordance with the law may publicly request shareholders to entrust them to exercise the right to nominate independent directors on their behalf. Nominators of independent directors should seek approval from the nominee before nomination.
Articles of Association of Hanshang Group Co., Ltd.
Celebrity consent. The nominator should fully understand the nominee's occupation, education, professional title, detailed work experience, all part-time jobs, etc., and express his opinion on his qualifications and independence as an independent director. The nominee should make a public statement that there is no relationship between himself and the company that would affect his independent and objective judgment. Before the shareholders' meeting to elect independent directors is convened, the company's board of directors shall announce the above information in accordance with regulations.
(5) When the shareholders' meeting votes on the election of directors, the cumulative voting system may be implemented in accordance with the provisions of these articles of association or the resolution of the shareholders' meeting. When the shareholders' meeting elects two or more independent directors, a cumulative voting system shall be implemented. When the shareholding ratio of a single shareholder of the company and its persons acting in concert reaches more than 30%, a cumulative voting system shall be adopted.
The cumulative voting system means that when the shareholders' meeting elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights owned by shareholders can be used collectively.
Implementation methods of cumulative voting system:
- Calculation method of cumulative voting votes
⑴ The product of the number of voting shares held by each shareholder multiplied by the number of directors to be elected at this shareholders’ meeting shall be the cumulative number of votes cast by that shareholder for this vote.
⑵ When the shareholders' meeting conducts multiple rounds of elections, the cumulative votes of shareholders shall be recalculated based on the number of directors to be elected in each round of elections.
⑶ The host of the shareholders' meeting shall announce the cumulative number of votes of each shareholder before each round of cumulative voting. If any shareholder, independent director of the company, scrutineer of the shareholders' meeting, witnessing lawyer or notary public notary has any objection to the announced results, they shall immediately verify the results.
Each shareholder can, according to his or her own wishes (the agent should comply with the instructions of the principal's authorization letter), vote the cumulative votes individually or collectively for any one director candidate. If a shareholder votes for more than two director candidates, the votes do not need to be equally distributed, but the sum of their votes can only be equal to or less than their cumulative votes, otherwise, the vote will be invalid.
Directors are elected
⑴Equal election
① A director candidate is elected when the number of votes received exceeds more than half of the number of valid voting shares participating in the meeting;
② If the number of elected directors is less than the number of directors to be elected, but the number of elected directors exceeds more than two-thirds of the directors specified in the company's articles of association, the vacant directors shall be filled at the next shareholders' meeting;
③If the number of elected directors is less than the number of directors to be elected, and the resulting number of board members is less than two-thirds as stipulated in the company's articles of association, a second round of elections for unelected director candidates shall be held;
④ If the second round of elections still fails to meet the requirements of the preceding paragraph, another shareholders' meeting shall be held within two months after the end of this shareholders' meeting to elect the vacant directors.
⑵Differential election
① When the number of director candidates who obtain votes exceeds more than half of the number of valid voting shares participating in the meeting and the number is equal to or less than the number of directors who should be elected, then these candidates will be elected;
② If the number of director candidates who obtain votes exceeds more than half of the number of valid voting shares participating in the meeting than the number of directors who should be elected, they will be ranked according to the number of votes obtained, and the candidate with more votes will be elected;
③If two or more candidates cannot be determined to be elected as directors because they receive the same votes, a second round election will be held for the candidates who receive the same votes;
④ If the second round of elections still fails to determine the winner, another election should be held at the next shareholders' meeting; however, if the number of board members is less than two-thirds as stipulated in the company's articles of association, another shareholders' meeting should be held within two months after the end of this shareholders' meeting to elect the missing directors.
Article 91 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will be voted on in the order in which the proposals were submitted. Articles of Association of Hanshang Group Co., Ltd. except for force majeure etc.
Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons, the shareholders' meeting will not shelve the proposal or refuse to vote.
Article 92 When the shareholders' meeting considers the proposal, the proposal will not be modified. If it is changed, it shall be regarded as a new proposal and cannot be voted on at this shareholders' meeting.
Article 93 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.
Article 94 The shareholders' meeting shall vote by registered vote.
Article 95 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matters under consideration are related to shareholders, relevant shareholders and agents are not allowed to participate in vote counting or voting supervision.
When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Company shareholders or their agents who vote online or by other means have the right to check their voting results through the corresponding voting system.
Article 96 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results. Before the voting results are officially announced, the companies, vote counters, scrutineers, shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.
Article 97 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. The securities registration and clearing institution, as the nominal holder of the stock connect mechanism between the mainland and Hong Kong stock markets, shall not declare in accordance with the actual holder's wishes.
Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 98 If the presiding officer of the meeting has any doubts about the result of the resolution submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.
Article 99 Resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of voting shares held and their proportion to the total number of voting shares of the company, the voting method, the voting results of each proposal and the details of each resolution passed.
Article 100 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.
Article 101: If the shareholders' meeting passes the relevant director election proposal, the new director's term of office shall begin from the date of the resolution of the shareholders' meeting.
Article 102. If the shareholders’ meeting passes a proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within two months after the conclusion of the shareholders’ meeting.
Chapter 6 Board of Directors
Section 1 General Provisions for Directors
Article 103 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for five years, and he is sentenced to probation, the probation period has not expired for two years;
Articles of Association of Hanshang Group Co., Ltd.
(3) Serving as a director, director, or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than three years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than three years since the company or enterprise was revoked of its business license or ordered to close;
(5) A large amount of personal debt has not been paid off when due and is listed as a dishonest person subject to execution by the people's court;
(6) Being banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If a director encounters the circumstances described in this article during his term of office, the company will remove him from office and stop him from performing his duties.
Article 104 Directors shall be elected or replaced by the shareholders' meeting, and may be removed from their posts by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term.
The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors. If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.
Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed one-half of the total number of directors of the company.
Article 105 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, shall take measures to avoid conflicts between their own interests and the interests of the company, and shall not use their powers to seek improper benefits.
Directors have the following duties of loyalty to the company:
(1) Not to misappropriate company property or misappropriate company funds;
(2) Company funds shall not be stored in accounts opened in his or her own name or in the names of other individuals;
(3) No bribery or other illegal income may be taken advantage of;
(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of these Articles, no contract or transaction may be made directly or indirectly with the company;
(5) No one shall take advantage of his or her position to seek business opportunities belonging to the company for himself or others, unless the report is reported to the board of directors or the shareholders' meeting and passed by the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations or the provisions of these articles of association;
(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, they are not allowed to operate business similar to that of the company for themselves or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
Article 106 Directors shall abide by the provisions of laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and shall exercise the reasonable care normally due to managers in performing their duties for the best interests of the company. The board of directors has the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure the company’s business conduct. Articles of Association of Hanshang Group Co., Ltd.
In order to comply with the requirements of national laws, administrative regulations and various national economic policies, commercial activities shall not exceed the business scope specified in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Written confirmation opinions should be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 107 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 108 Directors may resign before the expiration of their term of office. Directors who resign shall submit a written resignation report to the company. The resignation will take effect on the date the company receives the resignation report, and the company will disclose the relevant information within two trading days.
If the number of directors on the company's board of directors falls below the statutory minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.
Article 109 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders is not automatically lifted after the end of his term, and remains valid until a new director or board of directors is elected. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation. You are still obliged to keep the company's trade secrets confidential until the secrets become public information.
Article 110 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.
If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.
Article 111 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
Article 112 If a director causes damage to others when performing company duties, the company will be liable for compensation; if a director commits intentional or gross negligence, he shall also be liable for compensation.
If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.
Section 2 Board of Directors
Article 113 The company shall have a board of directors, which shall consist of nine directors, including one chairman and two vice-chairmen. The Chairman and Vice Chairman are elected by the Board of Directors with a majority of all directors.
Article 114 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Decide on the company’s business plan and investment plan;
(4) Formulate the company’s annual financial budget plan and final accounts plan;
(5) Formulate the company’s profit distribution plan and loss compensation plan;
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
(7) Formulate plans for the company’s major acquisitions, acquisition of the company’s stocks, or mergers, divisions, dissolutions, and changes to the company’s form;
Articles of Association of Hanshang Group Co., Ltd.
(8) Decide on matters such as the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, external donations, etc. within the scope authorized by the shareholders’ meeting;
(9) Decide on the establishment of the company’s internal management organization;
(10) Decide on the appointment or dismissal of the company’s manager and board secretary, and decide on their remuneration, rewards and punishments; decide on the appointment or dismissal of the company’s deputy managers, financial controllers and other senior management personnel based on the manager’s nomination, and decide on their remuneration, rewards and punishments;
(11) Formulate the company’s basic management system;
(12) Formulate amendment plans to this Articles of Association;
(13) Management company information disclosure matters;
(14) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(15) Listen to the company manager’s work report and inspect the manager’s work;
(16) Decide that the company will acquire the company’s shares due to the circumstances stipulated in Items (3), (5) and (6) of Article 31 of this Article;
(17) Review the company’s transactions that meet one of the following standards (except for providing guarantees, financial assistance, receiving cash assets as gifts, and simply reducing or exempting the company’s obligations):
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited total assets;
The net assets involved in the transaction target (such as equity) (if there are both book value and appraisal value, whichever is higher) account for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan;
The transaction amount (including debts and expenses assumed) accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 10 million yuan;
The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds one million yuan;
The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds one million yuan.
If the data involved in the above indicators are negative, the absolute value is used for calculation.
(18) Review the following transactions between the company and related parties (except for the company's provision of guarantees, financial assistance, donation of cash assets, and debts that simply reduce or reduce the company's obligations):
Related party transactions where the amount of a single related transaction between the company and related natural persons exceeds RMB 300,000 and does not meet the standards in Article 50 (16) of the Articles of Association, as well as the transactions between the company and the same related natural person or the transactions involving the same transaction category between the company and different related natural persons, and the cumulative amount of related transactions reached within 12 consecutive months meets the above conditions, the board of directors' review procedures must be completed with the consent of more than half of all independent directors, and the board of directors must be approved and disclosed in a timely manner;
The amount of a single related transaction between the company and a related legal person is more than RMB 3 million and accounts for more than 0.5% of the absolute value of the company's latest audited net asset value, but does not meet the standards of Article 50 (16) of the Articles of Association, and the company and the same related legal person If the cumulative amount of related-party transactions reached within twelve consecutive months meets the above conditions, or related transactions involving the same transaction category between the company and different related legal persons, related-party transactions that meet the above conditions shall be subject to the board of directors' review procedures with the consent of more than half of all independent directors, and shall be disclosed in a timely manner;
(19) Other powers granted by laws, administrative regulations, departmental rules, this Articles of Association or the shareholders' meeting.
Article 115 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.
Articles of Association of Hanshang Group Co., Ltd.
Article 116 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making.
The procedural rules of the board of directors are attached to these articles of association and shall be drawn up by the board of directors and approved by the shareholders' meeting.
Article 117 The company should establish strict review and decision-making procedures for transaction matters; major investment projects should organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.
(1) Within the scope of the shareholders' meeting's powers, the shareholders' meeting may, in the form of a resolution, authorize the board of directors to act on its behalf other than the transactions that must be approved by the shareholders' meeting as stipulated in Article 50 of the Articles of Association.
(2) Within the scope of authority of the chairman of the board of directors as stipulated in the company's articles of association, the chairman of the board of directors may authorize the general manager to review and approve relevant transactions.
(3) When a company provides external guarantees, it must also comply with the following regulations:
- Approval procedures for external guarantees:
(1) The guaranteed party submits a written application to the company’s financial department, and the financial department will review the guaranteed party’s credit status and contingent liabilities and issue an investigation report;
(2) Submit the information of the guaranteed person who meets the credit standards and it is necessary to provide guarantee to the company's financial director for review and report to the board of directors for record;
(3) The company's external guarantees must be reported to the company's board of directors for review. For guarantee matters within the scope of the board of directors' authority, in addition to the approval of more than half of all directors, it must also be approved by more than two-thirds of the directors attending the board meeting; if the amount of external guarantees reaches the standards of Article 51, it must be reported to the shareholders' meeting for approval.
After deliberation and approval by the board of directors or shareholders' meeting, the guarantee matters shall be announced to the outside world.
- Credit standards of the guaranteed object:
High-quality enterprises with credit ratings of AA or above or without ratings.
- The company's external guarantee must require the guaranteed party (except wholly-owned/controlled subsidiaries) to provide a counter-guarantee, and the provider of the counter-guarantee must have the actual ability to bear it.
(4) Any "financial assistance" transaction that occurs in the company must be reviewed and approved by more than half of all directors, but also by more than two-thirds of the directors attending the board meeting, and disclosed in a timely manner. If the funding object is a holding subsidiary within the scope of the company's consolidated statements, and the other shareholders of the holding subsidiary do not include the company's controlling shareholders, actual controllers and their affiliates, it may be exempted from submission to the board of directors for review.
Article 118 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Approving transactions of the company that do not meet the standards specified in Item (17) of Article 114, Paragraph 1, Item (17) of this Article of Association (except for providing guarantees, financial assistance, receiving cash assets as gifts, and simply reducing debts from the company's obligations);
(4) Other powers granted by this Articles of Association and the Board of Directors.
Article 119 The vice chairman of the company assists the chairman in his work. If the chairman is unable or fails to perform his duties, the vice chairman shall perform his duties (if the company has two or more vice chairmen, the vice chairman jointly elected by more than half of the directors shall perform his duties); if the vice chairman is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 120 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing ten days before the meeting.
Article 121 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the audit committee may propose to convene an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene and preside over a board meeting within ten days after receiving the proposal.
Article 122 The board of directors shall notify the extraordinary board meeting by letter, fax, email, mail, etc. In case of emergency, notification may be made by telephone or other oral means. interim board of directors
Articles of Association of Hanshang Group Co., Ltd.
The deadline for meeting notification is five days before the meeting. In an emergency, with the unanimous consent of all directors of the company, the time for notification of an extraordinary board meeting shall not be limited by the notification time limit in the preceding paragraph.
Article 123 The notice of board meeting shall include the following contents:
(1) Meeting date and location;
(2) Meeting period;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 124 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors.
The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 125 If a director has a relationship with an enterprise or individual involved in matters resolved at the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors attending the board meeting is less than three, the matter shall be submitted to the shareholders' meeting for review.
Article 126 The voting method for resolutions of the board of directors shall be: voting by registered vote or voting by show of hands.
On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held by letter, fax, email, or mail, and resolutions can be made and signed by the participating directors.
Article 127 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a board meeting or appoint a representative to attend, he shall be deemed to have given up his right to vote at the meeting.
Article 128 The board of directors shall make minutes of its decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
The minutes of board of directors meetings shall be kept as company files and shall be kept for no less than ten years.
Article 129 The minutes of board meetings shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Section 3 Independent Directors
Article 130 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, stock exchanges and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 131 Independent directors must maintain their independence. The following persons are not allowed to serve as independent directors:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly holds more than 1% of the company’s issued shares or is one of the top ten
Among the shareholders, natural person shareholders and their spouses, parents, and children;
Articles of Association of Hanshang Group Co., Ltd.
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
(5) Persons who have significant business dealings with the company, its controlling shareholders, actual controllers, or their respective subsidiaries, or persons who hold positions in units with significant business dealings, their controlling shareholders, or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in items 1 to 6 in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
The subsidiaries of the company's controlling shareholders and actual controllers in items 4 to 6 of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.
Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions, which should be disclosed at the same time as the annual report.
Article 132 To serve as an independent director of a company, one must meet the following conditions:
(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence requirements stipulated in this Articles of Association;
(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
Article 133 As members of the board of directors, independent directors have the duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;
(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 134 Independent directors shall exercise the following special powers:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
(3) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Articles of Association of Hanshang Group Co., Ltd.
The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors.
If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.
Article 135 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired listed company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 136 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.
The company holds special meetings of independent directors regularly or irregularly. Matters listed in items (1) to (3) of paragraph 1 of Article 134 of this Article and Article 135 shall be reviewed by special meetings of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed. Special meetings of independent directors shall be convened and chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.
The company provides convenience and support for the convening of special meetings of independent directors.
Section 4 Special Committees of the Board of Directors
Article 137 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.
Article 138 The Audit Committee shall consist of three members, who are directors who do not hold senior management positions in the company, including two independent directors, and the accounting professionals among the independent directors shall serve as the convener.
Article 139 The Audit Committee is responsible for reviewing the company's financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports and periodic reports;
(2) Appoint or dismiss the accounting firm that handles the company’s audit business;
(3) Appoint or dismiss the company’s financial director;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 140 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee must be attended by more than two-thirds of the members.
Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.
The voting on resolutions of the Audit Committee shall be one person, one vote.
The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.
The working procedures of the Audit Committee are formulated by the Board of Directors.
Articles of Association of Hanshang Group Co., Ltd.
Article 141 The company's board of directors shall set up other special committees such as strategy, nomination, remuneration and assessment, etc., to perform their duties in accordance with the Articles of Association and the authorization of the board of directors. The proposals of the special committees shall be submitted to the board of directors for review and decision. The working procedures of special committees are formulated by the board of directors.
Article 142 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 143 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration decision mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Chapter 7 Senior Management
Article 144 The company shall have a manager, who shall be appointed or dismissed by the board of directors.
The company shall have several deputy managers, who shall be appointed or dismissed by the board of directors.
Article 145 The provisions of this Articles of Association regarding the circumstances in which directors are prohibited from serving as directors and the resignation management system shall also apply to senior managers.
The provisions of this Articles of Association regarding directors' duties of loyalty and diligence also apply to senior managers.
Article 146 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder or actual controller shall not serve as senior managers of the company.
The company's senior managers only receive their salaries from the company and are not paid by the controlling shareholder.
Article 147: The term of office of a manager is three years, and the manager can be re-elected.
Article 148 The manager shall be responsible to the board of directors and shall exercise the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company’s internal management organization;
(4) Formulate the company’s basic management system;
(5) Formulate specific regulations of the company;
(6) Request the board of directors to appoint or dismiss the company’s deputy manager and financial director;
(7) Decide to appoint or dismiss management personnel other than those who should be appointed or dismissed by the shareholders’ meeting or the board of directors;
(8) Formulate the salary, welfare, reward and punishment system for the company’s employees (except company directors and senior managers);
(9) Other powers granted by this Articles of Association or the Board of Directors.
Articles of Association of Hanshang Group Co., Ltd.
Managers attend board meetings.
Article 149 The manager shall formulate managerial work rules and submit them to the board of directors for approval before implementation.
Article 150 The manager’s work rules include the following:
(1) Conditions, procedures and participants for the managers’ meeting;
(2) The specific responsibilities and division of labor of managers and other senior managers;
(3) The use of company funds and assets, the authority to sign major contracts, and the reporting system to the board of directors;
(4) Other matters deemed necessary by the board of directors.
Article 151 A manager may resign before the expiration of his term of office. The specific procedures and methods for a manager's resignation shall be stipulated in the labor contract between the manager and the company.
Article 152 The deputy manager and the person in charge of finance and accounting shall be nominated by the manager and appointed or dismissed by the board of directors. The deputy manager and the person in charge of finance and accounting assist the manager in his work and are responsible to the manager. The duties and powers of the deputy manager are specified in the manager's work rules.
Article 153 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ meetings and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.
The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.
Article 154 If a senior manager performs the company's duties and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation.
Senior managers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Article 155 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders.
If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall bear liability for compensation in accordance with the law.
Chapter 8 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 156 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.
Article 157 The company shall submit annual financial accounting reports and disclose annual reports to the CSRC offices and stock exchanges within four months from the end of each fiscal year, and submit and disclose interim reports to the CSRC offices and stock exchanges within two months from the end of the first six months of each fiscal year.
The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws, administrative regulations, China Securities Regulatory Commission and stock exchange regulations.
Article 158 The company shall not maintain separate accounting books other than the statutory accounting books. The company's funds are not stored in accounts opened in any individual's name.
Article 159 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and put them into the company's statutory common reserve fund. If the cumulative amount of the company's statutory public reserve exceeds 50% of the company's registered capital, no further withdrawals may be made.
If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.
Articles of Association of Hanshang Group Co., Ltd.
The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.
If the shareholders' meeting distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the company; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 160 The company’s profit distribution policy and adjustments:
(1) Company profit distribution policy
The company should pay attention to reasonable investment returns for investors, and the profit distribution policy should maintain continuity and stability. At the same time, the company should also take into account the principle of the company's reasonable capital needs and combine its own development, planning and other factors to formulate a profit distribution plan that is in line with the company's sustainable development and profit optimization principles.
Combined with the company's share capital size and the company's stock price, dividends can be distributed in the form of cash, stocks alone, or a combination of cash and stocks. Among them, the cash dividend policy goal is to steadily grow dividends. The company's board of directors should comprehensively consider factors such as the characteristics of the industry, development stage, own business model, profitability level, and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association:
(1) If the company is in a mature stage of development and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
(2) If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
(3) If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;
If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. Major capital expenditures refer to the following: the company's cumulative expenditures on external investments, asset acquisitions or equipment, buildings, etc. planned to be made in the next twelve months reach or exceed 20% of the company's most recent audited net assets, and the absolute value reaches 50 million yuan.
Time interval of profit distribution: Provided that the conditions for cash dividends are met, the company can distribute profits at the end of each year or make mid-term cash dividends, and mid-term cash dividends do not require auditing.
The company's profit distribution for the year should be based on the parent company's distributable profits. At the same time, in order to avoid over-distribution, the company should determine the distribution ratio in accordance with the lower principle of the distributable profits in the consolidated statements and the parent company's statements.
The company's profit distribution amount shall not exceed the cumulative distributable profits and shall not damage the company's ability to continue operating. After the company has fully withdrawn the statutory provident fund and discretionary provident fund, the cumulative profits distributed in cash in the past three years shall not be less than 30% of the average annual distributable profits achieved in the past three years.
When the company achieves profits for the year and the cumulative undistributed profits in the consolidated statement at the end of the year are positive, the board of directors should propose a scientific and reasonable cash dividend plan and submit it to the shareholders' meeting for voting. The company should listen extensively to shareholders’ opinions and suggestions on the company’s dividends, use multiple channels to communicate with small and medium-sized shareholders, and provide an online voting platform when convening shareholders’ meetings to effectively protect the rights of public shareholders to participate in shareholders’ meetings.
The company's audit committee should effectively supervise the implementation of cash dividend policies, shareholder return planning and decision-making procedures by the board of directors and operating management.
If the company makes profits during the reporting period but does not propose a cash dividend plan, the company's board of directors should detail the reasons for not distributing cash dividends and the purpose of retaining the company's funds not used for cash dividends in regular reports. The company should also disclose the implementation of the cash dividend policy during the reporting period.
When the company’s audit report for the most recent year contains an unqualified opinion or a major disagreement related to continuing operations,
Articles of Association of Hanshang Group Co., Ltd.
If there is an unqualified opinion in the deterministic paragraph, profit distribution may not be made.
(2) Adjustment of profit distribution policy
The company's profit distribution policy is an important decision-making matter for the board of directors and shareholders' meeting. If the national laws, regulations and securities regulatory authorities promulgate new regulations on the profit distribution policy of listed companies, or if the cash dividend policy needs to be adjusted or changed due to major changes in the external operating environment or its own operating conditions, the company should take the protection of shareholders' rights and interests as the starting point, demonstrate and explain the reasons in detail, and fully listen to the opinions of small and medium-sized shareholders. The board of directors should submit a proposal to the shareholders' meeting for voting, and it must be approved by more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.
Article 161 After the company’s shareholders’ meeting makes a resolution on the profit distribution plan, or after the company’s board of directors formulates a specific plan based on the next year’s interim dividend conditions and upper limit reviewed and approved by the annual shareholders’ meeting, the distribution of dividends (or shares) must be completed within two months.
Article 162 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or be converted into increasing the company's registered capital.
To make up for the company's losses from the public reserve fund, the discretionary public reserve fund and statutory public reserve fund shall be used first; if it still cannot be made up, the capital public reserve fund may be used in accordance with regulations.
When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund shall not be less than 25% of the company's registered capital before the conversion.
Section 2 Internal Audit
Article 163 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work.
The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.
Article 164 The company's internal audit institution shall supervise and inspect the company's business activities, risk management, internal control, financial information and other matters.
Article 165 The internal audit institution shall be responsible to the board of directors.
The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.
Article 166 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.
Article 167 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.
Article 168 The Audit Committee shall participate in the assessment of the person in charge of internal audit.
Section 3 Appointment of Accounting Firm
Article 169 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The appointment shall be for one year and may be renewed.
Article 170 The company's appointment or dismissal of an accounting firm shall be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.
Article 171 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.
Article 172 The audit fees of an accounting firm shall be determined by the shareholders' meeting.
Article 173 When the company dismisses or no longer re-appoints the accounting firm, it shall notify the accounting firm thirty days in advance. When the company's shareholders' meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions. If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether the company has the Articles of Association of Hanshang Group Co., Ltd.
When the situation.
Chapter 9 Notices and Announcements
Section 1 Notice
Article 174 The company’s notice shall be issued in the following forms:
(1) Delivered by a dedicated person;
(2) Sent by mail;
(3) By way of announcement;
(4) Other forms stipulated in this charter.
Article 175 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.
Article 176 The notice of the company's shareholders' meeting shall be made by public announcement.
Article 177 The notice of the company's board of directors meeting shall be sent by hand, mailed, faxed or emailed.
Article 178 If a company notice is sent by person, the recipient shall sign (or seal) the delivery receipt, and the date of receipt by the person to be signed shall be the date of delivery; if the company notice is sent by mail, the date of delivery shall be the second working day from the date of delivery to the post office; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery; if the company notice is sent by fax or email, the date of delivery shall be the first working day from the date of issuance of the fax or email.
Article 179 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.
Section 2 Announcement
Article 180 The company shall designate at least one newspaper and periodical among the "China Securities Journal", "Shanghai Securities News", "Securities Times" and "Securities Daily" and the website of the Shanghai Stock Exchange as the media for publishing company announcements and other information that needs to be disclosed.
Chapter 10 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 181 The merger of a company may be through merger by absorption or merger by new establishment.
When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.
Article 182 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, unless otherwise provided in this Articles of Association.
If a company merges in accordance with the provisions of the preceding paragraph without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.
Article 183 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify its creditors within ten days from the date of making the merger resolution, and shall make an announcement within thirty days in at least one of the newspapers and periodicals included in China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily or the National Enterprise Credit Information Publicity System.
Creditors may require the company to pay off debts or provide corresponding guarantees within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if no notice is received.
Article 184 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
Article 185 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within ten days from the date of making the separation resolution, and shall publish the notice within thirty days on at least one of the newspapers and periodicals included in China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily or the National Enterprise Credit Information Publicity System.
Articles of Association of Hanshang Group Co., Ltd.
sue.
Article 186 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.
Article 187 When the company needs to reduce its registered capital, it will prepare a balance sheet and property list.
The company shall notify its creditors within ten days from the date of making a resolution to reduce its registered capital, and shall make an announcement within thirty days in at least one of the newspapers and periodicals included in China Securities Journal, Shanghai Securities News, Securities Times, and Securities Daily or the National Enterprise Credit Information Publicity System. Creditors have the right to require the company to pay off debts or provide corresponding guarantees within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if no notice is received.
When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the shares held by shareholders, unless otherwise provided by law or these Articles of Association.
Article 188 If the company still has losses after making up for losses in accordance with the provisions of paragraph 2 of Article 162 of the Articles of Association, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.
If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of Paragraph 2 of Article 187 of this Article shall not apply, but an announcement shall be made in at least one of the "China Securities Journal", "Shanghai Securities News", "Securities Times" and "Securities Daily" or the National Enterprise Credit Information Publicity System within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.
After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.
Article 189 If the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.
Article 190 When the company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.
Article 191 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.
If a company increases or decreases its registered capital, it must apply for change registration with the company registration authority in accordance with the law.
Section 2 Dissolution and Liquidation
Article 192 The company is dissolved for the following reasons:
(1) The business period stipulated in these articles of association expires or other reasons for dissolution stipulated in these articles of association occur;
(2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division;
(4) The business license has been revoked, ordered to close, or revoked in accordance with the law;
(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the company's voting rights may request the People's Court to dissolve the company.
If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the national enterprise credit information publicity system within ten days.
Article 193 If a company falls under the circumstances specified in Items (1) and (2) of Article 192 of the Articles of Association and has not yet distributed property to shareholders, it may continue to exist by amending the Articles of Association or by resolution of the shareholders' meeting.
Amending the Articles of Association or making a resolution at the shareholders' meeting in accordance with the provisions of the preceding paragraph must be approved by the Articles of Association of Hanshang Group Co., Ltd. who attended the shareholders' meeting.
Approved by more than two-thirds of the voting rights held by shareholders.
Article 194 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 192 of this Article of Association, it shall be liquidated. Directors are the liquidation obligors of the company and shall form a liquidation team to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution.
The liquidation committee shall be composed of directors, unless otherwise stipulated in the Articles of Association or another person shall be elected by resolution of the shareholders' meeting. If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.
Article 195 The liquidation committee shall exercise the following powers during the liquidation period:
(1) Clean up the company’s properties and prepare a balance sheet and property list respectively;
(2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process;
(5) Clearing claims and debts;
(6) Distribute the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company.
Article 196 The liquidation team shall notify creditors within ten days from the date of its establishment, and shall make an announcement in at least one of the "China Securities Journal", "Shanghai Securities News", "Securities Times" and "Securities Daily" or the National Enterprise Credit Information Publicity System within sixty days. Creditors shall declare their claims to the liquidation committee within thirty days from the date of receipt of the notice, or within forty-five days from the date of announcement if the notice is not received. When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 197 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.
The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders.
During the liquidation period, the company continues to exist, but it is not allowed to carry out business activities unrelated to the liquidation.
The company's property will not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 198 If, after cleaning up the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy and liquidation in accordance with the law.
After the People's Court accepts the bankruptcy application, the liquidation team shall hand over the liquidation affairs to the bankruptcy administrator designated by the People's Court.
Article 199 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.
Article 200 Members of the liquidation team shall perform liquidation duties and have obligations of loyalty and diligence. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to creditors intentionally or due to gross negligence, they shall be liable for compensation.
Article 201: If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Chapter 11 Modification of the Articles of Association
Article 202 The company will amend its articles of association under any of the following circumstances:
(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;
(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;
Articles of Association of Hanshang Group Co., Ltd.
(3) The shareholders' meeting decides to amend the articles of association.
Article 203 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be reported to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.
Article 204 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.
Article 205 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.
Chapter 12 Supplementary Provisions
Article 206 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; or shareholders whose shares do not exceed 50%, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
(2) Actual controller refers to a natural person, legal person or other organization that, although not a shareholder of the company, can actually control the company's behavior through investment relationships, agreements or other arrangements.
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.
(4) The term “transaction” as mentioned in these Articles shall apply to the provisions of Article 6.1.1 of the Shanghai Stock Exchange Stock Listing Rules.
(5) The term "related transactions" as mentioned in these Articles shall apply to the provisions of Article 6.3.2 of the Shanghai Stock Exchange Stock Listing Rules.
(6) The terms "related persons", "related natural persons" and "related legal persons" mentioned in this Articles of Association shall apply to the provisions of Article 6.3.3 of the Shanghai Stock Exchange Stock Listing Rules.
Article 207 The board of directors may formulate detailed rules of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.
Article 208 These Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been most recently approved and registered by the Wuhan Municipal Administration for Market Regulation shall prevail.
Article 209 The words “above” and “within” in this Article include the original number; “over”, “beyond”, “less than” and “more than” do not include the original number.
Article 210 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 211 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.
Article 212 These Articles of Association shall come into effect from the date of approval by the shareholders’ meeting.