[Temporary Announcement] Hongye Construction: Articles of Association
Securities code: 839514 Securities abbreviation: Hongye Construction Sponsored securities firm: Zhongyuan Securities Articles of Association of Henan Hongye Construction Management Co., Ltd.
September 2026
Articles of Association of Henan Hongye Construction Management Co., Ltd.
Directory
Chapter 1 General Provisions................................................................................................................................................1
Chapter 2 Business Purpose and Scope ..................................................................................................................3
Chapter 3 Shares................................................................................................................................................4
Section 1 Share Issuance ........................................................ 4
Section 2 Increase, decrease and repurchase of shares ........................................ 5
Section 3 Share Transfer ........................................................ 7
Chapter 4 Shareholders and Shareholders’ Meeting ..................................................................................................................9
Section 1 General Provisions for Shareholders ........................................ 9
Section 2 Controlling Shareholders and Actual Controllers ........................................ 13
Section 3 General Provisions for Shareholders’ Meetings ........................................ 15
Section 4 Convening of Shareholders’ Meeting .................................................. 19
Section 5 Proposals and Notices of Shareholders’ Meeting ............................. 20
Section 6 Convening of Shareholders’ Meeting ........................................ 22
Section 7 Voting and Resolutions of Shareholders’ Meeting ............................. 24
Chapter 5 Directors and Board of Directors ................................................................................................................. 28
Section 1 General Provisions for Directors ........................................ 28
Section 2 Board of Directors ........................................................ 32
Chapter 6 Senior Management ............................................................................................................................. 38
Chapter 7 Supervisors and Board of Supervisors .................................................................................................................. 40
Section 1 Supervisors ........................................................ 40
Section 2 Board of Supervisors ........................................................ 41
Chapter 8 Financial Accounting System, Profit Distribution and Auditing .................................................................. 43
Section 1 Financial Accounting System ............................................. 43
Section 2 Appointment of Accounting Firm ........................................ 45
Chapter 9 Notices and Announcements .................................................................................................................. 45
Section 1 Notice ........................................................ 45
Section 2 Announcement ........................................................ 46
Chapter 10 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation .................................................. 46
Section 1 Merger, spin-off, capital increase and capital reduction ............................. 46
Section 2 Dissolution and Liquidation ........................................ 49
Chapter 11 Investor Relations Management ................................................................................................................. 52
Chapter 12 Modification of the Articles of Association ................................................................................................................................. 53
Chapter 13 Supplementary Provisions ........................................................................................................................................ 54
Chapter 1 General Provisions
Article 1 In order to safeguard the legitimate rights and interests of the company, shareholders, employees and creditors, and regulate the organization and behavior of the company, these Articles of Association are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and other relevant regulations.
Article 2 The company is a joint-stock limited company (hereinafter referred to as the company) established in accordance with the Company Law and other relevant regulations.
The company was initiated and established, registered with the Zhengzhou Municipal Administration for Market Regulation, obtained a business license, and had a unified social credit code of 914101052680450901.
Article 3 The company was listed on the National Equities Exchange and Quotations on October 31, 2016.
Article 4 Company registered name: Henan Hongye Construction Management Co., Ltd.
Article 5 Company address: Floor 28, Building A, Kelly International, No. 50 Shoufeng Street, Zhengzhou Area (Zhengdong), Henan Pilot Free Trade Zone, Postal Code: 450000.
Article 6 The registered capital of the company is RMB 52,264,000.
Article 7 The company shall be a joint stock limited company with permanent existence.
Article 8 The legal representative of a company shall be the director or manager who represents the company in executing corporate affairs in accordance with the provisions of the company's articles of association. 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 shall determine a new legal representative within thirty days from the date of resignation of the legal representative.
Article 9 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 10 Shareholders shall bear liability for the company to the extent of the shares they subscribe for, and the company shall bear liability for the company's debts with all of its property.
Article 11 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 is legally binding on the company, shareholders, directors, supervisors, and senior managers.
According to this Article of Association, shareholders can sue shareholders, shareholders can sue the company's directors, supervisors, and senior managers, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, and senior managers.
Article 12 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's manager, deputy manager, financial controller, secretary of the board of directors and other personnel specified in these Articles of Association.
Chapter 2 Business Purpose and Scope
Article 13 The company's business purpose: abide by the provisions of national laws and regulations, improve the company's internal control management system, give full play to the company's brand, technology, talent and other advantages, achieve the best allocation of resources, further enhance the company's core competitiveness, create more economic and social benefits through legal competition, and continue to create more social and economic value for shareholders, customers, employees and society.
Article 14 After registration in accordance with the law, the company's business scope: General projects: Licensed projects: construction project supervision; highway project supervision; water transportation project supervision; water conservancy project construction supervision; stand-alone civil air defense project supervision; geological disaster management; project supervision; construction project quality inspection; safety evaluation business; Fire protection technical services; engineering cost consulting business; various engineering construction activities; water conservancy project quality inspection; inspection and testing services; intelligent building system design; general projects: engineering management services; government procurement agency services; bidding agency services; planning and design management; asset evaluation; engineering Engineering and technology research and experimental development; environmental consulting services; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; energy-saving management services; operational efficiency evaluation services; legal consulting (excluding law firm business); highway water transportation engineering test and inspection services; land survey and evaluation services; project planning and public relations services; insurance loss assessment business; real estate evaluation; real estate brokerage; non-residential real estate leasing; security services; information technology consulting services (except for projects that are subject to approval according to law, independently carry out business activities with a business license and in accordance with the law).
Chapter 3 Shares
Section 1 Share Issuance
Article 15 The company's shares shall be in the form of stocks.
Article 16 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 per share are the same; for shares subscribed by subscribers, the same price is paid per share. When the company issues new shares, registered shareholders of the company do not have preemptive rights to subscribe, unless otherwise provided by the resolution of the shareholders' meeting.
Article 17 The face value of the par value shares issued by the company shall be expressed in RMB per share.
,
Worth RMB 1 yuan.
Article 18 The company's shares shall be registered. The company's stocks shall be centrally deposited at China Securities Depository and Clearing Co., Ltd. in accordance with relevant laws and regulations.
Article 19 The total number of shares issued when the company is established is 30 million shares, and the price of each par value share is 1 yuan. The name of the company’s promoters, the number of shares subscribed, shareholding ratio,
,
The investment methods and investment time are as follows:
Unit: 10,000 shares; % Name of sponsor Number of shares subscribed Equity ratio Investment method Investment time Zhu Xinsheng 2028 67.60 Net assets converted into shares 2016-3-31
An Jiguang 572 19.07 Net assets converted into shares 2016-3-31
Name of promoter Number of shares subscribed Equity ratio Method of investment Time of investment Henan Dinghongxiang Enterprise
Business Management Center (with 400 13.33 net assets converted into shares 2016-3-31 limited partnership)
Total 3000 100.00 100.00 -
Article 20 The number of issued shares of the company is 52,264,000 shares. The company’s capital structure is: 52,264,000 ordinary shares and 0 shares of other types of shares.
Article 21 A company or its subsidiaries shall not provide financial assistance for others to acquire shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., except in compliance with laws, regulations, departmental rules, and normative documents.
Section 2 Increase, decrease and repurchase of shares
Article 22 Based on the needs of operation and development, in accordance with the provisions of laws and regulations, and upon resolution of the shareholders' meeting, the company may increase capital in the following ways:
(1) Issuance of shares to specific objects;
(2) Distribute bonus shares to existing shareholders;
(3) Convert public reserve funds into share capital;
(4) Other methods prescribed by laws, regulations and the China Securities Regulatory Commission.
Article 23 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 24 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 shares of the company;
(3) Use shares for employee stock ownership plans or equity incentives;
(4) Shareholders dissent from the company’s merger or division resolution made by the shareholders’ meeting and request the company to acquire their shares;
(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 25 A company shall acquire its own shares through methods approved by laws, regulations and the China Securities Regulatory Commission and the National Equities Exchange and Quotations Co., Ltd. (hereinafter referred to as the “National Equities Exchange and Quotations”).
Article 26 If the company acquires the company's shares due to the circumstances stipulated in Items (1) and (2) of Article 24, Paragraph 1 of this Article, it shall be subject to a resolution of the shareholders' meeting; if the company acquires its shares due to the circumstances stipulated in Items (3) and (5) of Article 24, Paragraph 1 of this Article, it may, in accordance with the provisions of this Article or the authorization of the shareholders' meeting, pass a resolution 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 paragraph 1 of Article 24 of these Articles, if it falls under the circumstance of item (1), it shall cancel it within ten days from the date of acquisition; if it falls under the circumstance of item (1), it shall cancel it within ten days from the date of acquisition;
In the case of items (2) and (4), it shall be transferred or canceled within six months; in the case of items (3) and (5), 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 27 The company's shares shall be transferred in accordance with the law.
Article 28 The company does not accept its own shares as the subject of pledge.
Article 29 The stocks directly or indirectly held by the company's controlling shareholders and actual controllers before listing will be lifted from transfer restrictions in three batches. The number of transfer restrictions lifted in each batch is one-third of the stocks held by them before listing. The time for lifting transfer restrictions is the date of listing, one year and two years after the listing period.
Directors, supervisors, and senior managers of a company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined when taking office shall not exceed 25% of the total number of shares held by them in the company. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.
Article 30 If shareholders, directors, supervisors, and senior managers who hold more than 5% of the company's shares sell the company's stocks or other equity securities they hold within six months after buying them, or buy them again within six months after selling them, the proceeds will belong to the company, and the company's board of directors will take back the proceeds.
The stocks or other securities with an equity nature held by directors, supervisors, 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 paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liability in accordance with the law.
Article 31 The company’s controlling shareholders, actual controllers, directors, supervisors and senior managers are not allowed to buy or sell the company’s stocks during the following periods:
(1) Within 15 days before the company's annual report is announced, if the annual report date is postponed due to special reasons, the calculation will start from 15 days before the original scheduled announcement date until the end of the announcement date;
(2) Within 5 days before the announcement of the company’s performance forecast or performance bulletin;
(3) From the date of the occurrence of major events that may have a greater impact on the trading prices of the company's stocks and other securities and investors' investment decisions, or the date of entry into the decision-making process, to the date of disclosure in accordance with the law;
(4) Other periods determined by the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
Chapter 4 Shareholders and Shareholders’ Meeting
Section 1 General Provisions for Shareholders
Article 32 The company shall establish a shareholder list based on the certificates provided by the securities registration and clearing agency. 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 33 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 34 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;
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares held by it in accordance with the provisions of laws, regulations and these Articles of Association;
(5) Check and copy the company's articles of association, shareholder list, shareholders' meeting minutes, board meeting resolutions, supervisory board meeting minutes, and financial accounting reports. Shareholders who meet the regulations may check 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, regulations, departmental rules or this Charter.
Article 35 If a shareholder requests to review or copy relevant materials of the company, he or she shall provide the company with written documents proving the type and number of shares held by the company. The company shall provide such documents in accordance with the shareholder's request and the company's relevant regulations after verifying the shareholder's identity.
If a shareholder requests to inspect the company's accounting books, he or she shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that the shareholder's inspection of the accounting books 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, shareholders may request the People's Court to require the company to provide inspection.
Article 36 If the resolutions of the company’s shareholders’ meeting or board of directors violate laws and 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, 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, supervisors 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, regulations, departmental rules, normative documents, and business rules of the National Equities Exchange and Quotations System, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling takes effect.
Article 37 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.
Article 38 Directors, supervisors and senior managers who violate laws, regulations or the provisions of the company's articles of association when performing their duties and cause losses to the company shall bear liability for compensation.
If directors or senior managers fall under the circumstances specified in the first paragraph of this article, shareholders of the company 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 board of supervisors in writing to file a lawsuit with the People's Court; if a supervisor falls under the circumstances specified in the preceding paragraph, the aforementioned shareholders may request the board of directors to file a lawsuit in writing with the People's Court.
If the board of supervisors or the board of directors refuses to initiate a lawsuit after receiving the written request from a shareholder specified in paragraph 2 of this article, 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 legitimate rights and interests of the company and cause losses to the company, the shareholders specified in paragraph 2 of this article may file a lawsuit with the People's Court in accordance with the provisions of paragraphs 2 and 3 of this article.
If the directors, supervisors or senior managers of a company's wholly-owned subsidiaries violate laws, regulations or the provisions of these Articles of Association when performing their duties, 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, in accordance with the Company Law,
The first three paragraphs of Article 189 provide for a written request to the supervisory board or board of directors of a wholly-owned subsidiary to file a lawsuit with the People's Court or directly file a lawsuit with the People's Court in its own name.
Article 39 If directors or senior managers violate laws, regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.
Article 40 Shareholders of the company shall bear the following obligations:
(1) Comply with laws, regulations and this Articles of Association;
(2) Pay the share price according to the shares subscribed and the method of subscription;
(3) Except under circumstances stipulated in 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, regulations and this Articles of Association.
Article 41 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 42 The controlling shareholders and actual controllers of a company shall exercise their rights, perform their obligations and safeguard the interests of the company in accordance with laws, regulations, departmental rules, normative documents, and business rules of the National Equities Exchange and Quotations System.
Article 43 The company’s controlling shareholders and actual controllers shall comply with 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 various commitments made, and shall not change the content of the commitments or fail to perform the commitments without reason;
(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) Laws and regulations, departmental rules, normative documents, national equity transfer system business rules and other provisions of this 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 on directors' duties of loyalty and diligence shall apply.
Article 44 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.
Article 45 Controlling shareholders and actual controllers who transfer the shares of the company they hold shall abide by the restrictive provisions on share transfers in laws, regulations, departmental rules, normative documents, the business rules of the National Equities Exchange and Quotations System, and the commitments made to restrict share transfers.
When a company is acquired, the acquirer does not need to issue a general tender offer to all shareholders.
Section 3 General Provisions of Shareholders’ Meetings
Article 46 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) Elect and replace directors and supervisors, and decide on remuneration matters for directors and supervisors;
(2) Review and approve the reports of the board of directors and the board of supervisors;
(3) Review and approve the company’s profit distribution plan and loss compensation plan;
(4) Make a resolution to increase or decrease the company’s registered capital;
(5) Make a resolution on the issuance of corporate bonds;
(6) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(7) Modify this Articles of Association;
(8) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(9) Review and approve the guarantee matters stipulated in Article 47 of these Articles of Association;
(10) Review and approve changes in the use of raised funds;
(11) Review equity incentive plans and employee stock ownership plans;
(12) Review laws, regulations, departmental rules, normative documents, business rules of the National Equities Exchange and Quotations or other matters that should be decided by the shareholders’ meeting as stipulated in these Articles of Association. The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
Article 47 The following external guarantees provided by the company must be reviewed and approved by the shareholders’ meeting:
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets;
(2) Any guarantee provided after the total external guarantees of the company and its holding subsidiaries exceed 50% of the company’s latest audited net assets;
(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(4) A guarantee that exceeds 30% of the company’s latest audited total assets based on the cumulative calculation principle of the guarantee amount for twelve consecutive months;
(5) The expected guarantee amount for its holding subsidiaries in the next twelve months;
(6) Guarantees provided to related parties or shareholders, actual controllers and their related parties;
(7) Other guarantees stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the company's articles of association.
Article 48 The following related party transactions of the company must be reviewed and approved by the shareholders’ meeting:
(1) The transaction amount between the company and related parties (excluding the provision of guarantees) accounts for more than 5% of the company's latest audited total assets and exceeds 30 million yuan, or transactions that account for more than 30% of the company's latest audited total assets;
(2) The company provides guarantees to related parties.
Article 49 Criteria for major transactions submitted by the company to the shareholders’ meeting for review:
(1) If the company’s transactions (excluding the provision of guarantees) meet one of the following standards, the company shall submit it to the shareholders’ meeting for review:
The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) or transaction amount account for more than 50% of the company's audited total assets in the most recent fiscal year;
The net assets or transaction amount involved in the transaction account for more than 50% of the absolute value of the company's audited net assets in the most recent fiscal year, and exceed 15 million;
Loans and borrowings in which a single or cumulative amount accounts for more than 150% of the company's net assets within a fiscal year.
Except for the provision of guarantees and other matters otherwise specified, when a company conducts transactions of the same category as mentioned above and related to the subject matter, it shall apply the aforementioned review procedures based on the principle of cumulative calculation for twelve consecutive months. Those that have performed relevant procedures in accordance with regulations will no longer be included in the relevant cumulative calculation scope.
(2) If the company's provision of financial assistance to external parties falls under any of the following circumstances, it shall be submitted to the company's shareholders' meeting for review after being reviewed and approved by the board of directors:
The asset-liability ratio of the funded object in the latest period exceeds 70%;
The amount of a single financial assistance or the cumulative amount of financial assistance provided within twelve consecutive months exceeds 10% of the company's latest audited net assets;
Other situations stipulated by the China Securities Regulatory Commission, the National Equities Exchange and Quotations or the company's articles of association.
The company shall not provide funds or other financial assistance to related parties such as directors, supervisors, senior managers, controlling shareholders, actual controllers and the enterprises they control. If the external financial assistance is not recovered overdue, the company shall not continue to provide financial assistance or make additional financial assistance to the same object.
Article 50 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. 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 51 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 two-thirds of the number specified in the Company Law or the number specified in these Articles of Association;
(2) When the company’s uncompensated losses reach one-third of its total share capital;
(3) When requested by shareholders who individually or collectively hold more than 10% of the company’s issued voting shares;
(4) When the board of directors deems it necessary;
(5) When the board of supervisors proposes to convene;
(6) Laws and regulations, departmental rules, normative documents, business rules or other circumstances stipulated in this Articles of Association.
Article 52 The shareholders' meeting shall be held in the form of an on-site meeting. The company may also provide the Internet or other means to facilitate shareholders' participation in the shareholders' meeting. Shareholders who participate in the shareholders' meeting through the above methods will be deemed to be present.
Section 4: Convening of Shareholders’ Meeting
Article 53 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit.
Article 54 The shareholders' meeting shall be convened by the Board of Directors and presided over by the Chairman; if the Chairman is unable or fails to perform his duties, the Vice Chairman shall preside over the meeting; if the Vice Chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting. If the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, the board of supervisors shall convene and preside over it in a timely manner; if the board of supervisors fails to convene and preside over the meeting, shareholders who individually or collectively hold more than 10% of the company's issued voting shares for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 55 If shareholders who individually or collectively hold more than 10% of the company's issued voting shares request to convene an extraordinary shareholders' meeting, the board of directors and the board of supervisors shall make a decision on whether to convene an extraordinary shareholders' meeting within ten days from the date of receipt of the request and give a written reply to the shareholders. If it agrees to convene, a notice to convene the extraordinary shareholders' meeting shall be issued in a timely manner after the decision is made.
Article 56 For shareholders’ meetings convened by the board of supervisors or shareholders themselves, the company’s board of directors and the person in charge of information disclosure will cooperate and perform information disclosure obligations in a timely manner. For a shareholders' meeting convened by the board of supervisors or shareholders themselves, the necessary expenses for the meeting shall be borne by the company.
Section 5 Proposals and Notices of Shareholders’ Meetings
Article 57 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, regulations and these Articles of Association.
Article 58 When a company convenes a shareholders' meeting, the board of directors, board of supervisors and shareholders who individually or collectively hold more than 1% of the company's issued voting shares have the right to propose proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's issued voting 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, 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 these Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.
Article 59 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will be notified by announcement 15 days before the meeting.
Article 60 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) All ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the shareholders’ meeting and may entrust a written proxy to attend the meeting and participate in voting. The shareholder’s proxy does not need to be a shareholder of the company;
(4) Equity registration date for shareholders entitled to attend the shareholders’ meeting: The interval between the equity registration date and the meeting date shall not be more than 7 trading days. Once the equity registration date is determined, it cannot be changed;
(5) Meeting contact information;
(6) Voting time and voting procedures online or by other means.
Article 61 If the shareholders’ meeting intends to discuss the election of directors and supervisors, the detailed information of the candidates for directors and supervisors will be fully disclosed in the notice of the shareholders’ meeting.
Article 62 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.
Section 6 Convening of Shareholders’ Meeting
Article 63 All issued ordinary shares with voting rights and other shareholders or their agents registered in the register on the equity registration date have the right to attend the shareholders’ meeting and exercise voting rights in accordance with laws, regulations, departmental rules, normative documents, national equity transfer system business rules and the relevant provisions of this Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 64 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.
If a legal person shareholder attends the meeting with a legal representative, he or she shall present his/her identity card and a valid certificate proving that he/she has the qualifications to be the legal representative; if a legal person shareholder entrusts an agent to attend the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal person shareholder unit in accordance with the law.
Article 65 The power of attorney issued by a shareholder to entrust another person to attend the shareholders' meeting shall specify the matters, authority and period of the agency.
Article 66 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 67 The convener will verify the legality of the shareholders’ qualifications based on the shareholder list, and register the names (or title) of the shareholders and the number of shares with voting rights they hold.
Article 68 When a shareholders' meeting is convened, all directors, supervisors and board secretaries of the company shall attend the meeting, and the general manager and other senior managers shall attend the meeting as non-voting participants.
Article 69 The company shall formulate the rules of procedure for the shareholders’ meeting.
Article 70 At the annual shareholders’ meeting, the board of directors and the board of supervisors shall report to the shareholders’ meeting on their work over the past year.
Article 71 Directors, supervisors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 72 The host of the meeting shall announce the number of shareholders and proxies attending the meeting and the total number of shares holding voting rights before voting. The number of shareholders and proxies attending the meeting and the total number of shares holding voting rights shall be subject to the meeting registration.
Article 73 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors.
Article 74 The directors, secretary of the board of directors, convenor or their representatives and presiding officer of the meeting who 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.
Section 7 Voting and Resolutions of Shareholders’ Meeting
Article 75 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 76 The following matters shall be passed by the shareholders’ meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) Company division, merger, dissolution and change of company form;
(3) Modification of this Articles of Association;
(4) Apply for the termination of listing or withdraw the termination of listing;
(5) Equity incentive plan;
(6) Issuing and listing or directional issuance of stocks;
(7) Changes in arrangements for differences in voting rights;
(8) Other matters that are stipulated in laws, regulations, departmental rules, normative documents, business rules or these Articles of Association, as well as the shareholders' meeting determines by ordinary resolution that they will have a significant impact on the company and need to be passed by special resolution.
Article 77 Shareholders shall exercise their voting rights based on the number of voting shares they represent, and each share shall be entitled to one vote, except class shareholders.
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.
A company's controlled subsidiaries are not allowed to acquire shares of 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, and these shares will not be included in the total number of shares with voting rights for shareholders present.
The company's board of directors, shareholders holding more than 1% of the issued voting shares, or investor protection institutions established in accordance with laws and 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.
Article 78 When the shareholders' meeting considers related matters related to related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted 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 79 If a company convenes an annual shareholders' meeting, deliberates public issuance and listing matters on the Beijing Stock Exchange, etc. and requires the shareholders' meeting to provide online voting methods, it shall hire a lawyer to issue a legal opinion on the convening and convening procedures of the shareholders' meeting, the qualifications of the attendees, the qualifications of the convener, the voting procedures and results, etc.
Article 80 The list of candidates for directors and supervisors shall be submitted to the shareholders' meeting for voting in the form of proposals.
When the shareholders' meeting votes on the election of directors and supervisors, a cumulative voting system may be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting.
Article 81 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 vote in the order in which the proposals are submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.
Article 82 When the shareholders' meeting considers proposals, they shall not vote or make resolutions on proposals that are not listed in the notice of the shareholders' meeting or that do not comply with the provisions of laws, regulations and the company's articles of association.
Article 83 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 84 The shareholders' meeting shall vote by registered vote.
Article 85 Before the shareholders’ meeting votes on a proposal, employee representatives shall be elected to participate in the counting of votes, and supervisor representatives shall be elected to participate in the supervision of votes.
When the shareholders' meeting votes on a proposal, employee representatives and supervisor 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 can check their voting results.
Article 86 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.
Article 87 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 88 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain.
Article 89 The 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 90 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 91 If the shareholders' meeting passes the proposal for the election of directors and supervisors, the new directors and supervisors will take office on the date when the resolution of the shareholders' meeting is passed, and for supervisors appointed by employee representatives, the date of adoption of the resolution by the employees' congress will be the date on which the resolution is passed.
Chapter 5 Directors and Board of Directors
Section 1 General Provisions for Directors
Article 92 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 due to 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;
(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) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market and the time limit has not expired;
(7) Being publicly determined by the National Equities Exchange and Quotations Corporation to be unfit to serve as a director, supervisor, senior manager, etc. of a listed company, and the time limit has not expired;
(8) Other situations stipulated in laws, regulations, departmental rules, normative documents, and business rules of the National Equities Exchange and Quotations System.
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 mentioned in this article during his term of office, the company will remove him from office.
Article 93 Directors are 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.
If a director fails to be re-elected in time when his term of office expires, or if a director resigns during his term and the number of board members falls below the quorum, the original director shall still perform his duties as a director in accordance with the provisions of laws, regulations, departmental rules and these Articles of Association until the re-elected director takes office.
Article 94 Directors and senior managers of a company may not concurrently serve as supervisors. The spouses and immediate family members of the above-mentioned persons shall not serve as supervisors of the company during the period when directors and senior managers of the company serve.
Article 95 Directors shall abide by laws, regulations and the provisions of these Articles of Association, have a duty of loyalty to the company, 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) No one shall take advantage of his position to seek business opportunities belonging to the company for himself or others, unless reported to the board of directors and approved by a resolution of the board of directors, or the company is unable to take advantage of the business opportunities in accordance with laws, regulations or the provisions of these Articles;
(5) Without reporting to the board of directors and passing the resolution of the board of directors, no business of the same type as that of the company may be operated by oneself or for others;
(6) You shall not accept commissions from other people’s transactions with the company as your own;
(7) Company secrets shall not be disclosed without authorization;
(8) Shall not use its affiliated relationships to harm the interests of the company;
(9) Other loyalty obligations stipulated in laws, regulations, departmental rules and this Articles of Association. Any income earned by a director in violation of the provisions of this article shall belong to the company.
Article 96 Directors shall abide by the provisions of laws, regulations and these Articles of Association, have a duty of diligence to the company, and when performing their duties shall exercise reasonable care normally due to managers for the best interests of the company.
Directors have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s business activities comply with national laws and regulations and the requirements of various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(4) Should sign a written confirmation of the company’s regular reports to ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Board of Supervisors and shall not hinder the Board of Supervisors from exercising its powers;
(6) Other diligence obligations stipulated in laws, regulations, departmental rules and this Articles of Association.
Article 97 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 members of the company's board of directors falls below the legal minimum due to the resignation of a director, before the re-elected directors take office, the original directors shall still perform their duties as directors in accordance with laws, regulations, departmental rules, normative documents, national equity transfer system business rules and these Articles of Association.
Article 98 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 99 If a director causes damage to others while performing the company's duties, the company will be liable for compensation; if the director commits intentional or gross negligence, he shall also be liable for compensation.
Directors who violate laws, regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Section 2 Board of Directors
Article 100 The company shall have a board of directors, which shall consist of five directors and one chairman. The chairman of the board of directors is elected by a majority of all directors.
Article 101 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) Determine 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 corporate 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;
(8) Decide on the company’s external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions and other matters within the scope authorized by the shareholders’ meeting and stipulated in these Articles of Association;
(9) Decide on the establishment of the company’s internal management organization;
(10) Appoint or dismiss the company’s general manager and secretary to the board of directors based on the nomination of the chairman of the board; appoint or dismiss the company’s deputy general manager, financial director and other senior management personnel based on the nomination of the general manager; decide on remuneration matters and rewards and punishments for the company’s senior management personnel;
(11) Formulate the company’s basic management system;
(12) Formulate amendment plans to this Articles of Association;
(13) Management company information disclosure matters;
(14) Formulate the company’s equity incentive plan;
(15) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(16) Listen to the work report of the company’s general manager and inspect the work of the general manager;
(17) Participate in formulating the company’s strategic development goals and inspect the implementation;
(18) Other powers granted by laws, administrative regulations, departmental rules or this charter.
Article 102 The 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.
Article 103 If the company’s transactions (excluding the provision of guarantees) meet one of the following standards, they shall be submitted to the board of directors for review:
(1) Related transactions between the company and related natural persons with a transaction amount of more than 500,000 yuan;
(2) The transaction amount with a related legal person accounts for more than 0.5% of the company’s latest audited total assets, and exceeds 3 million yuan;
(3) The total assets involved in the transaction (if there are both book value and appraisal value, whichever is higher) or transaction amount account for more than 20% of the company's audited total assets in the most recent fiscal year;
(4) The net assets or transaction amount involved in the transaction account for more than 20% of the absolute value of the company's audited net assets in the most recent fiscal year, and exceed 3 million;
(5) Loans and borrowings in which a single or cumulative amount accounts for more than 30% and less than 150% of the company's net assets in a fiscal year. If the company provides external guarantees (including to its subsidiaries within the scope of consolidation), it must be submitted to the board of directors for review and approved by more than two-thirds of all directors.
Article 104 The board of directors shall have one chairman. The chairman of the board of directors is elected by a majority of all directors. The chairman of the board of directors exercises 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) Sign company stocks, corporate bonds and other securities;
(4) Sign important documents of the board of directors;
(5) The legal representative can exercise the powers of the legal representative after authorization;
(6) In the event of force majeure emergencies such as severe natural disasters, exercise special power to handle company affairs in compliance with legal provisions and the company's interests, and report to the company's board of directors and shareholders' meeting afterwards;
(7) Other powers granted by the board of directors.
Article 105 The chairman shall convene and preside over board meetings and inspect the implementation of board resolutions. If the chairman of the board of directors is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 106 The board of directors shall hold at least two meetings every year, which shall be convened by the chairman of the board of directors. All directors and supervisors shall be notified in writing ten days before the meeting.
Article 107 Shareholders representing more than one-tenth of the voting rights, more than one-third of the directors or the board of supervisors 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 108 When the board of directors convenes an extraordinary board meeting, all directors shall be notified three days before the meeting by direct delivery, express delivery, prepaid postage letter, fax, email, announcement, telephone notification, etc. However, in case of special circumstances, the meeting notice may be issued orally at any time. Topics for board meetings should be formulated in advance and sufficient decision-making materials should be provided.
Article 109 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 110 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 111 If a director is related to the matters resolved at the board of directors meeting, he shall report to the board of directors in writing in a timely manner and abstain from voting. He shall not exercise voting rights on the resolution or exercise voting rights on behalf of other directors. His voting rights shall not be counted in the total number of voting rights. 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 present at the board of directors is less than three, the matter shall be submitted to the company's shareholders' meeting for review.
Article 112 The board of directors shall hold meetings and vote by show of hands, registered voting or electronic communication.
Article 113 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 specify the scope of authorization.
Article 114 The board of directors shall keep 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 are kept as company files.
Article 115 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 methods and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Chapter 6 Senior Management
Article 116 The company shall have a general manager, whose appointment or dismissal shall be determined by the board of directors.
The company has deputy general managers or other senior managers, who are appointed or dismissed by the board of directors.
Article 117 Article 92 of the Articles of Association also applies to senior managers regarding the circumstances in which they are prohibited from serving as directors.
Article 118 The company's senior managers shall faithfully perform their duties and safeguard the best interests of the company and all shareholders.
The provisions of this Articles of Association regarding directors' duties of loyalty and diligence also apply to senior managers.
Article 119 The term of office of the general manager is three years.
Article 120 The general manager shall be responsible to the board of directors and shall exercise his powers in accordance with the provisions of the company's articles of association or the authorization of the board of directors:
(1) Preside over the company’s production, operation and R&D management, and report work to the board of directors;
(2) Organize the implementation of board resolutions, and organize the implementation of 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) Request the board of directors to appoint or dismiss the company’s deputy general manager and financial director;
(6) Decide on the appointment or dismissal of other company personnel other than those who shall be appointed or dismissed by the board of directors;
(7) Exercise the powers of the legal representative; sign documents that should be signed by the legal representative of the company;
(8) Attend board of directors meetings;
(9) Formulate specific regulations of the company;
(10) Other powers granted by this Articles of Association or the Board of Directors.
Article 121 The company’s secretary to the board of directors is responsible for information disclosure matters, preparations for shareholders’ and board of directors meetings, investor relations management, document storage, shareholder information management, etc. The secretary of the board of directors shall attend the company's board of directors and shareholders' meetings. During the vacancy of the board secretary, the company shall designate a director or senior manager to act as the person in charge of information disclosure affairs, and determine the candidate for the person in charge of information disclosure affairs within three months. Before the company appoints an agent, the chairman shall act as the person in charge of information disclosure affairs.
The secretary of the board of directors shall abide by the relevant provisions of laws, regulations, departmental rules, national equity transfer system business rules and these articles of association.
Article 122 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.
If senior managers violate laws, regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company, they shall be liable for compensation.
Chapter 7 Supervisors and Board of Supervisors
Section 1 Supervisors
Article 123 Article 92 of the Articles of Association shall also apply to the circumstances concerning the prohibition of serving as a director.
Article 124 Supervisors shall abide by laws, regulations and these Articles of Association, have a duty of loyalty and diligence to the company, and shall not use their powers to accept bribes or other illegal income, or misappropriate the company's property.
The provisions of this Articles of Association regarding directors' duties of loyalty and diligence also apply to supervisors.
Article 125 The term of office of supervisors shall be three years. When the supervisor's term expires, he or she may be re-elected.
Article 126 If a supervisor fails to be re-elected in time when his term of office expires, or if a supervisor resigns during his term of office and the number of members of the board of supervisors falls below the quorum, the original supervisor shall still perform his duties as a supervisor in accordance with the provisions of laws, regulations and these Articles of Association until the re-elected supervisor takes office.
Article 127 Supervisors shall ensure that the information disclosed by the company is true, accurate and complete, and sign written confirmation opinions on periodic reports.
Article 128 Supervisors may attend board meetings as non-voting delegates and make inquiries or suggestions on matters resolved by the board of directors.
Article 129 Supervisors shall not use their affiliated relationships to harm the interests of the company. If they cause losses to the company, they shall bear liability for compensation.
Article 130 If a supervisor violates laws, 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 Supervisory Board
Article 131 The company shall establish a board of supervisors. The Board of Supervisors consists of 3 supervisors, and the Board of Supervisors has a chairman. The chairman of the board of supervisors is elected by a majority of all supervisors. The chairman of the board of supervisors shall convene and preside over the meeting of the board of supervisors; if the chairman of the board of supervisors is unable or fails to perform his duties, more than half of the supervisors shall jointly elect a supervisor to convene and preside over the meeting of the board of supervisors.
The board of supervisors includes shareholder representatives and more than one-third of the company's employee representatives. The employee representatives on the board of supervisors are democratically elected by the company's employees through employee congresses, workers' conferences, or other forms of democracy.
Article 132 The Board of Supervisors shall exercise the following powers:
(1) Check the company’s finances;
(2) Supervise the performance of duties by directors and senior managers, and make recommendations for dismissal of directors and senior managers who violate laws, regulations, company articles of association or resolutions of shareholders’ meetings;
(3) When the actions of directors and senior managers harm the interests of the company, require directors and senior managers to make corrections;
(4) Propose to convene an extraordinary shareholders' meeting, and convene and preside over the shareholders' meeting when the board of directors fails to perform its duties of convening and presiding over the shareholders' meeting as stipulated in this Law;
(5) Put forward proposals to the shareholders’ meeting;
(6) Initiate lawsuits against directors and senior managers in accordance with the provisions of Article 189 of the Company Law;
(7) Other powers stipulated in the company's articles of association.
Article 133 The Board of Supervisors shall hold at least one meeting every six months. Supervisors may propose to convene an extraordinary supervisory board meeting.
Resolutions of the board of supervisors must be passed by more than half of all supervisors.
Article 134 The company shall formulate rules of procedure for the board of supervisors to clarify the discussion methods and voting procedures of the board of supervisors.
Article 135 The Board of Supervisors shall keep minutes of its decisions on matters discussed. Supervisors attending the meeting shall sign on the minutes and properly preserve them.
Article 136 The notice of meeting of the Board of Supervisors shall include the following contents:
(1) The date, place and duration of the meeting;
(2) Reasons and issues;
(3) Date of issuance of notice.
Chapter 8 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 137 The company shall formulate the company's financial accounting system in accordance with laws and regulations and the regulations of relevant state departments and the National Equities Exchange and Quotations Corporation.
Article 138 A company shall disclose its annual report within four months from the end of each fiscal year and its interim report within two months from the end of the first half of each fiscal year.
The above-mentioned annual reports and interim reports are prepared in accordance with relevant laws and regulations, the provisions of the China Securities Regulatory Commission and the National Equities Exchange and Quotations.
Article 139 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 140 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 reserve fund 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 make up for the losses with the current year's profits 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.
The remaining after-tax profits after the company has made up for its losses and withdrawn the public reserve fund shall be distributed according to the shareholders' actual capital contribution ratio, except where the Articles of Association stipulate that distribution is not based on the shareholding ratio. 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, supervisors, and senior managers shall bear liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 141 After the company’s shareholders’ meeting makes a resolution on the profit distribution plan, it must complete the distribution of dividends (or shares) within two months.
Article 142 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 used to increase 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 Appointment of Accounting Firm
Article 143 The company shall hire an accounting firm that complies with the provisions of the Securities Law to conduct accounting statement auditing and other services. The term of appointment shall be one year and may be renewed.
Article 144 The company’s appointment and dismissal of accounting firms 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 145 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.
Chapter 9 Notices and Announcements
Section 1 Notice
Article 146 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 147 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 148 The notice of the company's shareholders' meeting shall be made by public announcement.
Article 149 The company shall notify the meeting of the board of directors and the board of supervisors by personal delivery, email, telephone, written notice, announcement, etc.
Article 150 If a company notice is sent by a special person, the recipient shall sign (or stamp) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the third working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery.
Article 151 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 152 The company shall publish company announcements and other information that needs to be disclosed on an information disclosure platform that complies with the provisions of the Securities Law.
Chapter 10 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 153 The merger of a company may take the form of merger by absorption or merger by new establishment.
When one 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 154 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 creditors within ten days from the date of making the merger resolution, and shall make an announcement in designated newspapers or the National Enterprise Credit Information Publicity System within thirty days.
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 155 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 156 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 creditors within ten days from the date of making the resolution to separate, and shall make an announcement in designated newspapers or the National Enterprise Credit Information Publicity System within thirty days.
Article 157 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 158 When a company reduces its registered capital, it shall prepare a balance sheet and property list.
The company shall notify creditors within ten days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement in a designated newspaper or the national enterprise credit information publicity system within thirty days. 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 capital contribution or shares held by the shareholders, unless otherwise provided by law or the articles of association.
Article 159 If the company still has losses after making up for its losses in accordance with the provisions of paragraph 2 of Article 142 of these 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 158 of this Article shall not apply, but an announcement shall be made in a designated newspaper 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 160 If the registered capital is reduced in violation of the Company Law and other relevant provisions, 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, supervisors, and senior managers shall bear the liability for compensation.
Article 161 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 162 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 163 If a company falls under the circumstances specified in Item (1) or (2) of Article 162 of this Article of Association and has not yet distributed property to shareholders, it may continue to exist by amending this Article 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 more than two-thirds of the voting rights held by shareholders attending the shareholders' meeting.
Article 164 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 162 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 165 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 166 The liquidation team shall notify creditors within ten days from the date of its establishment, and shall make an announcement in designated newspapers 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 no notice is 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 167 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 168 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 bankruptcy 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 169 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 170 Members of the liquidation committee shall perform their liquidation duties and shall have the duty 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 171 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 Investor Relations Management
Article 172 If a company applies for the termination of listing of its stocks on the National Equities Exchange and Quotations, it will fully consider the legitimate rights and interests of shareholders and establish an investor protection mechanism related to the termination of listing. The company should set up special provisions in its articles of association regarding the protection of investors during the termination of listing. Among them, if a company voluntarily terminates listing, it should formulate reasonable investor protection measures, and provide protection for the rights and interests of other shareholders by providing cash options, buyback arrangements, etc. to controlling shareholders, actual controllers and relevant entities; if a company is forced to terminate listing, it should proactively and actively negotiate solutions with other shareholders, and make clear arrangements for the protection of shareholders' rights and interests in the case of voluntary termination of listing and forced termination of listing.
Article 173 Any disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the Articles of Association shall first be resolved through consultation. If negotiation fails, the matter will be settled through litigation.
Chapter 12 Modification of the Articles of Association
Article 174 The company will amend its articles of association under any of the following circumstances:
(1) After the Company Law or relevant laws and regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and regulations;
(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;
(3) The shareholders' meeting decides to amend the articles of association.
Article 175 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 176 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 177 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 13 Supplementary Provisions
Article 178 Interpretation:
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the total share capital of a joint-stock company; or shareholders whose shares do not exceed 50%, but whose voting rights 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 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, supervisors, 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.
Article 179 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 was most recently approved and registered by the Zhengzhou Municipal Administration for Market Regulation shall prevail.
Article 180 The terms “above” and “within” in this Article include the original number; “over”, “exceed”, “under”, “less than” and “more than” do not include the original number.
Article 181 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 182 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting, the Rules of Procedure for the Board of Directors and the Rules of Procedure for the Board of Supervisors.
Article 183 If the state has other regulations on preference shares, such regulations shall prevail.
Henan Hongye Construction Management Co., Ltd.
September 21, 2026