BEIJING CAPITAL LAND LTD. (A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2868) ARTICLES OF ASSOCIATION OF BEIJING CAPITAL LAND LTD.(approved by a special resolution at a shareholders' general meeting held on 9 December 2002) (amended by a special resolution at a shareholders' general meeting held on 2 June 2003) (amended by a special resolution at a shareholders' general meeting held on 13 May 2004) (amended by a special resolution at a shareholders' general meeting held on 9 May 2006) (amended by a special resolution at a shareholders' general meeting held on 8 October 2008) (amended by a special resolution at a shareholders' general meeting held on 24 October 2008) (amended by a special resolution at a shareholders' general meeting held on 5 December 2008) (amended by a special resolution at a shareholders' general meeting held on 25 September 2009) (amended by a special resolution at a shareholders' general meeting held on 4 December 2011) (amended by a special resolution at a shareholders' general meeting held on 15 June 2015) (amended by a special resolution at a shareholders' general meeting held on 28 September 2015)
(amended by a special resolution at a shareholders' general meeting held on 4 December 2017)
(This document is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.)
Contents
Chapter | Title | Page |
Chapter 1 | General Principles | 1 |
Chapter 2 | Objects and Scopes of Business | 4 |
Chapter 3 | Share and Registered Capital | 5 |
Chapter 4 | Reduction of Capital and Repurchase of Shares | 9 |
Chapter 5 | Financial Assistance of Purchase of Shares of the Company | 12 |
Chapter 6 | Shares Certificates and Register of Shareholders | 14 |
Chapter 7 | Rights and Obligations of Shareholders | 20 |
Chapter 8 | General Meetings | 23 |
Chapter 9 | Special Procedures for Voting of Different Class Shareholders | 33 |
Chapter 10 | Board of Directors | 37 |
Chapter 11 | Secretary of the Board of Directors of the Company | 42 |
Chapter 12 | General and Deputy General Managers of the Company | 43 |
Chapter 13 | Supervisory Committee | 44 |
Chapter 14 | Qualifications and Obligations of Directors, Supervisors, General and Deputy General Managers and other Officers of the Company | 46 |
Chapter 15 | Financial and Accounting System and Distribution of Profit | 55 |
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Chapter 16 | Appointment of Accountants Firm | 59 |
Chapter 17 | Insurance | 63 |
Chapter 18 | Labour Management | 64 |
Chapter 19 | Trade Union Organisation | 65 |
Chapter 20 | Amalgamation, Demerger, Increment and Reduction of Capital of the Company | 66 |
Chapter 21 | Dissolution and Liquidation | 68 |
Chapter 22 | Procedures for Amendment to the Articles of Association | 71 |
Chapter 23 | Settlement of Disputes | 72 |
Chapter 24 | Notices | 74 |
Chapter 25 | Construction and Definitions | 75 |
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ARTICLES OF ASSOCIATIONS OF BEIJING CAPITAL LAND LTD. Chapter 1 General PrinciplesArticle 1.1 Beijing Capital Land Ltd. (hereinafter the "Company") a joint stock
limited company established in accordance with the Company Law of the PRC (《中華人民共和國公司法》，"Company Law"), Provisional
Regulations on the Establishment of Foreign Funded Joint Stock Companies Limited (《關於設立外商投資股份有限公司若干問題的 暫行規定》，"Provisional Regulations"), Special Regulations of the
State Council Concerning the Floatation and Listing Abroad of Stocks by Limited Stock Companies (《國務院關於股份有限公司境外募集 股份及上市的特別規定》，"Special Regulations"), the Mandatory
Provisions for the Articles of Association of Companies Listing Overseas ( 《 到 境 外 上 市 公 司 章 程 必 備 條 款 》，"Mandatory
Provisions"), Letter of Opinion on Supplemental Amendment to Articles of Association of Companies Listing in Hong Kong（《關於到 香港上市公司對公司章程作補充修改的意見的函 》， "Letter of
Opinion") and other relevant legislations and administrative regulations of the PRC.
The Company is established by way of promotion with the approval from the Ministry of Foreign Trade and Economic Cooperation of the PRC as evidenced by the approval document Wai Jing Mao Zi YiHan No. [2002] 1344. It was registered with and has obtained a business
licence from the State Administration for Industry and Commerce in Beijing Municipal on 5 December 2002. The business licence number of the Company is 91110000744701379C.
The promoters of the Company are: Beijing Capital Group Co., Ltd., Beijing Sunshine Real Estate Comprehensive Development Company, Beijing Capital Sunshine Real Estate Development Co., Ltd., Beijing Capital Technology Investment Ltd., Beijing Capital Construction Co., Ltd., China Resource Products Limited and Yieldwell International Enterprise Limited.
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Beijing Capital Land Limited published this content on 05 December 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 December 2017 11:21:02 UTC.
Original documenthttp://www.bjcapitalland.com.cn/en//upload/contents/2017/12//o_1c0j5qeh91gm2126c1uja1ejp1ajqi.pdf
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