Chapter 1 General Principles
Article 1
To safeguard the legitimate rights and interests of Xiamen Port Development Co., Ltd. (hereinafter referred to as the "Company"), its shareholders, employees, and creditors, to regulate the organization and behavior of the Company, and to strengthen the leadership of the Party, these Articles 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"), the Constitution of the Communist Party of China (hereinafter referred to as the "Party Constitution"), the Guidelines for Articles of Association of Listed Companies, the Stock Listing Rules of the Shenzhen Stock Exchange (hereinafter referred to as the "Stock Listing Rules"), and other relevant regulations.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. The Company was approved for establishment by the Xiamen Municipal People's Government with document No. [1998] Comprehensive 059, and was established through public fundraising; it is registered with the Xiamen Administration for Industry and Commerce and has obtained a business license. The current registration authority is the Xiamen Market Supervision Administration, with a unified social credit code of 913502007054097384.
Article 3
On January 29, 1999, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") to issue 95 million shares of RMB ordinary shares to the public, all of which were issued to domestic investors and subscribed in RMB. The shares were listed on the Shenzhen Stock Exchange on April 29, 1999.
Article 4
The registered name of the Company is as follows:
- Chinese full name: 厦门港务发展股份有限公司
- English full name: Xiamen Port Development Co., Ltd.
Article 5
The Company's address is: 20th and 21st Floors, Port Building, No. 31 Donggang North Road, Huli District, Xiamen City, Postal Code: 361013.
Article 6
The registered capital of the Company is RMB 1,542,307,913.
Article 7
The Company's business term is fifty years.
Article 8
The chairman of the Company, who represents the Company in executing its affairs, is the legal representative of the Company. If the legal representative resigns, it is deemed that they have simultaneously resigned from their position as legal representative. The Company shall determine a new legal representative within thirty days from the date of resignation.
Article 9
The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Restrictions on the legal representative's authority set forth in these Articles or by the shareholders' meeting shall not be asserted against bona fide third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company assumes civil liability, it may seek recourse against the legal representative who is at fault in accordance with the law or these Articles.
Article 10
Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 11
These Articles shall take effect from the date of their enactment and shall serve as a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. According to these Articles, shareholders may sue each other, shareholders may sue the Company's directors and senior management, and the Company may sue shareholders, directors, and senior management.
Article 12
The term "senior management" in these Articles refers to the Company's general manager, deputy general managers, board secretary, financial officer, and other personnel recognized as senior management by the board.