Chapter 1  General

Article 1 To regulate the organization and behavior of [company name] (hereinafter referred to as the company)，Uphold and strengthen the party’s overall leadership，Improving the corporate governance structure，Building a modern enterprise system with Chinese characteristics，Maintenance Company、Legitimate rights and interests of investors and creditors，According to the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law")、"Enterprise State-owned Assets Law of the People's Republic of China", "Interim Regulations on the Supervision and Administration of Enterprise State-owned Assets" and other laws、Administrative regulations、Regulations and normative documents，Develop this charter。

Article 2 Company name:

Full Chinese name: [Full Chinese name]

Chinese abbreviation: [Chinese abbreviation]

English name: [English name]

English abbreviation: [English abbreviation]

Article 3 Company address: [Full name of company address，Postal code，Company website。】

Article 4 The registered capital of the company is RMB [registered capital amount] yuan.

Article 5 The chairman is the legal representative of the company.

Article 6 The company is a wholly state-owned company，Enjoy legal person property rights according to law，Enjoy civil rights according to law，Bear civil liability，And bear responsibility for the company’s debts with all its property。

Article 7 According to the "Constitution of the Communist Party of China"，Establish the organization of the Communist Party of China，Carry out party activities，Establish the party’s working organization，Prepared with strong party affairs staff，Guarantee the working funds of the party organization。

Article 8 The company adheres to the rule of law，Strive to improve governance、Business Compliance、Management regulations、A law-abiding and honest enterprise under the rule of law。

Article 9 This charter is for institutions that perform the responsibilities of investors、Company、Party committee member、Director、Senior management is legally binding。 

Chapter 2  Business purpose, scope and term

Article 10 Company business purpose: [Purpose content]

Article 11 Company business scope: [Business scope content]。At the end it should be stated “Subject to the business scope approved by the market supervision and administration authority”。】

[Note: The company’s business scope falls under the law、Projects subject to approval according to administrative regulations，Should be approved in accordance with the law。】

Article 12 Company operation period: [Permanent existence]

Chapter 3  Organization that performs investor duties

Article 13 The company is solely funded by the state。The Shaanxi Provincial People's Government (hereinafter referred to as the provincial government) performs the investor's duties to the company on behalf of the country，The State-owned Assets Supervision and Administration Commission of the People’s Government of Shaanxi Province (hereinafter referred to as the Provincial State-owned Assets Supervision and Administration Commission), as an institution that performs the duties of an investor in accordance with relevant laws、Administrative regulations and provincial government authorization，Perform investor duties to the company on behalf of the provincial government，Enjoy the rights and interests of investors。

Article 14 The company does not have a shareholders’ meeting，The Provincial State-owned Assets Supervision and Administration Commission shall exercise the following powers over the company in accordance with the law:

(1) Review the company’s strategy and development plan，Approved the company’s main business and adjustment plan;

(2) Registration and management company annual investment plan，Special supervision investment projects included in the negative list after review；

(3) Appointing and replacing directors who are not employee representatives according to their authority，Evaluate the performance of the board of directors and directors，Determine directors’ remuneration；

(4) Review and approve the annual work report of the board of directors;

(5) Approving the company’s annual financial budget and final accounts plan;

(6) Approving the company’s profit distribution plan and loss compensation plan，Organize the handover of state-owned capital gains；

(7) Decide on the company’s plan to increase or decrease its registered capital;

(8) Decide on the company’s plan to issue corporate bonds;

(9) Decide on company merger according to prescribed authority、Split、Disbanded、Liquidation、Filing for bankruptcy、Plan to change company form；

(10) Formulating or approving the company’s articles of association and amendments to the company’s articles of association；

(11) Review the company’s performance appraisal and the company’s major income distribution matters；

(12) Approving the transfer of the company’s state-owned assets in accordance with the prescribed authority、Changes in state-owned property rights of some subsidiaries and corresponding asset assessment approval or filing；

(13) Approval or filing of major financial matters such as accounting policies and accounting estimate change plans in accordance with the prescribed authority；

(14) Deciding to hire or dismiss the accounting firm responsible for auditing the company’s financial accounting reports，Conduct random inspections on the company’s annual financial accounts and major matters of the company；

(15) Law、Other powers stipulated in administrative regulations or this charter。

Article 15 Provincial State-owned Assets Supervision and Administration Commission in accordance with the law、Exercise investor rights as stipulated in administrative regulations and this Article of Association，Maintain the company’s operational autonomy according to law。

The Provincial State-owned Assets Supervision and Administration Commission may authorize the board of directors to exercise some of the powers of the investor in accordance with relevant regulations，Deciding on major company matters。

Chapter 4  Company Party Committee

Article 16 According to the "Constitution of the Communist Party of China"，Approved by the superior party organization，Establishment of the Chinese Communist Party [Company Name] Committee。At the same time，According to relevant regulations，Establish the Party’s Discipline Inspection Committee (Discipline Inspection and Supervision Group)。

[Note: The establishment of corporate discipline inspection and supervision agencies shall be implemented in accordance with relevant regulations。】

Article 17 The company’s party committee is elected by the party members’ conference or party members’ congress，Term of 5 years each。When the term expires, a general election shall be held as scheduled。The term of the Party’s Discipline Inspection Committee is the same as that of the Party Committee。

Article 18 The company’s party committee leadership team members are [number] people，Establish one party committee secretary、2 or 1 deputy secretary of the party committee，Establish one secretary of the Discipline Inspection Commission。

Article 19 The company party committee plays a leading role，Turn the direction、Manage the overall situation、Guarantee implementation，Discuss and decide on major company matters in accordance with regulations，Main responsibilities are:

(1) Strengthening the political construction of the company’s party，Uphold and implement the fundamental system of socialism with Chinese characteristics、Basic System、Important system，Educate and guide all party members to always maintain a political stance、Political direction、Political principles、Remaining highly consistent with the Party Central Committee with Comrade Xi Jinping as the core on the political path；

(2) In-depth study and implementation of Xi Jinping Thought on Socialism with Chinese Characteristics for a New Era，Learn and propagate the party’s theory，Implement the party’s line, principles and policies，Supervision、Ensure that major decisions and arrangements of the Party Central Committee and resolutions of superior party organizations are implemented in the company；

(3) Research and discuss the company’s major business management matters，Support the board of directors and management to exercise their powers in accordance with the law；

(4) Strengthen leadership and control over the company’s selection and employment，Do a good job in building the leadership team and cadre team、Talent team building；

(5) Fulfill the main responsibility of building the company’s party style and clean government，Leadership、Support internal disciplinary inspection organizations to perform their duties of supervision and accountability，Strict political discipline and political rules，Promote comprehensive and strict party governance extending to the grassroots；

(6) Strengthen the construction of grassroots party organizations and the construction of party members，Unite and lead employees to actively participate in the company's reform and development；

(7) Leading the company’s ideological and political work、Construction of spiritual dafabet.com mobilecivilization、United Front Work，Leading the company’s labor union、Communist Youth League、Women’s organizations and other mass organizations。

Article 20 Major business management matters of the company must be studied and discussed by the party committee，The board of directors or management will then make the decision。The matters discussed in the study mainly include:

(1) Major measures to implement the decisions and arrangements of the Party Central Committee and implement the national development strategy；

(2) Company development strategy、Medium and long-term development plan，Important reform plan；

(3) Company Asset Reorganization、Property rights transfer、Principled directional issues in capital operations and large investments；

(4) Setting up and adjusting the company’s organizational structure，Formulation and modification of important rules and regulations；

(5) Involving the company’s production safety、Maintain stability、Employee Rights、Major matters in social responsibility and other aspects；

(6) Other important matters that should be studied and discussed by the party committee。

Article 21: Uphold and improve “two-way access、Cross-appointment” leadership system，Members of the party committee who meet the requirements can enter the board of directors through legal procedures、Managerial，Board of Directors、Qualified party members among the management members can enter the party committee in accordance with relevant regulations and procedures。

Party Secretary、The chairman is usually served by one person，Party member general manager serves as deputy secretary。The party committee is equipped with a full-time deputy secretary responsible for party building work，The full-time deputy secretary should generally be on the board of directors and not serve at the managerial level。 

Chapter 5 Board of Directors

Section 1  Board composition and powers

Article 22 The company has a board of directors，Composed of [number] directors，Among them [number] of executive directors，[Number] of external directors，Employee directors [Number] names。The board of directors shall have one chairman，Vice Chairman [1-2] may be appointed as needed。The chairman and vice chairman shall be managed by the Provincial State-owned Assets Supervision and Administration Commission in accordance with the relevant regulations on the management of provincial enterprise leaders，Designated from Board members；External directors are appointed by the Provincial State-owned Assets Supervision and Administration Commission；Employee directors are elected by the workers’ conference (employee representative conference)。

[Note: Outside Director，refers to directors who are external persons who are not employees of the company，Does not hold other positions in the company other than directors and special committees of the board of directors，Not responsible for execution layer affairs。】

Article 23 The term of office of directors is 3 years，In principle, the term of office shall be consistent with the term of the board of directors，Unless otherwise specified，Term expires，Can be re-elected by appointment or election。

Director’s term expired and was not appointed or re-elected in time，Or the director’s resignation during the term of office results in the number of board members falling below the quorum，Before the appointed or re-elected directors take office，The original directors should still follow the law、Administrative regulations and the provisions of this charter，Performing duties as director。

Article 24 The board of directors establishes a strategic planning committee、Nominating Committee、Compliance and Audit Committee、Compliance and Audit Committee，Among them Strategic Planning Committee、The chairman of the nomination committee shall be the chairman，Compliance and Audit Committee、The director of the Compliance and Audit Committee shall be an external director (the company may establish other special committees based on actual work needs)。

Special committees are the specialized working bodies of the board of directors，Provide consultation and suggestions for board of directors decision-making，Responsible to the Board of Directors。Special committees of the board of directors are responsible for formulating their own working rules，Specify the composition of each special committee、Responsibilities、How to work、Procedures and other contents，Implemented after approval by the board of directors。

Article 25 The board of directors is responsible to the Provincial State-owned Assets Supervision and Administration Commission and exercises the following powers:

(1) Implement the decision of the Provincial State-owned Assets Supervision and Administration Commission，Report work to the Provincial State-owned Assets Supervision and Administration Commission；

(2) Formulate company strategy and development plan;

(3) Formulate the company’s annual investment plan，Deciding on the company’s investment plan；

(4) Formulate the company’s annual financial budget and final accounts plan;

(5) Formulate the company’s profit distribution plan and loss compensation plan；

(6) Formulate the company’s plan to increase or reduce its registered capital;

(7) Formulate a plan for issuing corporate bonds;

(8) Formulating company merger、Split、Plan to dissolve or change the company form；

(9) Formulating a draft or amendment to the company’s articles of association;

(10) Formulating the transfer of state-owned assets of the company、Plan for changing state-owned property rights of some subsidiaries；

(11) Formulate the company’s basic management system;

(12) Determine the setting up of the company’s internal management organization，Decide on subsidiary company、Establishment or cancellation of branches and other branches；

(13) According to relevant regulations and procedures，Deciding to hire or fire the general manager of the company，To appoint or dismiss the company’s deputy general manager based on the general manager’s nomination、Chief accountant and other relevant senior management personnel，Appointment or dismissal of the company’s general counsel and board secretary based on nomination by the chairman，In accordance with relevant regulations，Deciding on matters such as business performance evaluation and remuneration of the above-mentioned senior managers；

(14) Formulate major internal income distribution plans within the company，Including the company’s total salary budget and liquidation plan, etc. (otherwise stipulated by the Provincial State-owned Assets Supervision and Administration Commission，Subject to its regulations)；Approved the company’s employee income distribution plan、Company Annuity Plan；   

(15) Determine the company’s risk management system、Internal control system、Illegal business investment liability investigation working system、Compliance Management System，Formulate the company's major accounting policies and accounting estimate change plan，Guidance、Inspect and evaluate the company’s internal audit work，Determine the person in charge of the company’s internal audit organization，Establish a mechanism for the audit department to be accountable to the board of directors，The board of directors reviews and approves the annual audit plan and important audit report in accordance with the law，Corporate risk management、Internal Control、Overall monitoring and evaluation of the compliance management system and its effective implementation；

(16) Listen to the general manager’s work report，Check the implementation of board resolutions by the general manager and other senior managers，Establish and improve the accountability system for general managers and other senior managers；

(17) Approving financing plans above a certain amount、Asset disposal plans and external donations or sponsorships，Determine the specific amount standards；

(18) In accordance with relevant regulations，Decide on the company’s guarantee matters；

(19) Formulate the annual work report of the board of directors;

(Twenty) Laws、Administrative regulations、Other powers stipulated in this charter and authorized by the Provincial State-owned Assets Supervision and Administration Commission。

[Note: Matters related to the rights of shareholders of the invested companies，List of actual special funds based on corporate decision-making。】

Article 26 The board of directors should formulate working rules for the board of directors，Building Science、Democracy、Efficient、Decision-making mechanism for major matters with checks and balances。

Article 27 The board of directors can delegate part of its powers to relevant special committees、Exercised by the chairman or general manager，But the law、Except matters that must be decided by the board of directors according to administrative regulations。

Article 28 The board of directors shall formulate rules for the exercise of authorization，Clear decision-making responsibilities for authorized decision-making matters。

Section 2  Directors’ rights and obligations

Article 29 Directors shall enjoy the following rights during their tenure in the company:

(1) Obtain company information required to perform directors’ duties;

(2) Attend the board of directors meeting，Express your opinions fully，Exercise voting rights on voting matters；

(3) Documents submitted to the board of directors meeting、Additional materials proposed、Perfect requirements；

(4) Proposing to convene an extraordinary meeting of the board of directors、Proposal to postpone the board meeting and postpone voting on the matters discussed；

(5) Attend the meetings of the special committees you serve and express opinions；

(6) According to the authorization of the board of directors or chairman of the board，Check the implementation of board resolutions，And require the relevant departments and personnel of the company to cooperate；

(7) As needed to perform duties，Carry out work research，Learn the situation from relevant personnel of the company；

(8) Receive remuneration in accordance with relevant regulations;

(9) Enjoy an office when performing the duties of a director in accordance with relevant regulations、Benefits for business trips, etc.；

(10) Report and solicit relevant information and opinions to the Provincial State-owned Assets Supervision and Administration Commission in writing or orally when necessary；

(11) Law、Other rights stipulated in administrative regulations and this charter。

Article 30 Directors shall abide by the law、Administrative regulations and this charter，has the following obligations of loyalty and diligence to the company:

(1) Faithfully perform duties，Actively safeguard the legitimate rights and interests of the Provincial State-owned Assets Supervision and Administration Commission and the company，Do not exceed your authority or violate procedures in deciding major company matters，No other behavior that infringes upon the rights and interests of state-owned asset investors；

(2) Obey the law、Administrative regulations and articles of association，Executive board of directors resolution，Keep it secret；

(3) Comply with the regulations on honest work，Do not use your authority to accept bribes or other illegal income，No misappropriation of company property，Do not use company property to provide guarantee for others without authorization；

(4) Comply with the principle of good faith，Do not take advantage of your position to seek benefits for yourself or others，Do not accept dafabet casino mobile appremuneration in violation of regulations、Subsidy、Benefits and gifts；

(5) Attend the board of directors meeting、Meeting of the special committees served，Participate in other board activities，Know and have sufficient information in a timely manner，Under further research、Based on analysis，Vote or express opinions independently and prudently；

(6) Pay attention to company affairs，Review the major decision-making risks and major production and operation issues discovered，Especially in situations where significant losses or major business crises may occur，Promptly warn the board of directors and report to the Provincial State-owned Assets Supervision and Administration Commission，Provide special reports when necessary；

(7) Consciously learn relevant knowledge，Actively participate in the Provincial State-owned Assets Supervision and Administration Commission、Business training organized by the company，Continuously improve the ability to perform duties；

(8) Truthfully provide relevant information and information to the Provincial State-owned Assets Supervision and Administration Commission，Ensure the objectivity of information、Integrity；

(9) Accept the supervision of the Provincial State-owned Assets Supervision and Administration Commission;

(10) Other loyalties stipulated in laws, regulations and articles of association、Duty of Diligence。

Article 31: Outside directors should not have any relationship with the company that may affect their fair performance of the duties of outside directors。

Employee directors have the same rights as other directors of the company、Besides equal obligations，We should also pay attention to and reflect the legitimate demands of employees、Obligation to represent and safeguard the legitimate rights and interests of employees。

Section 3  Chairman 

Article 32 The chairman has primary responsibility for the company’s reform and development，Enjoy the rights of directors，Assume various obligations and responsibilities of directors。

Article 33 The chairman of the board exercises the following powers:

(1) Timely convey to the board of directors the deployment of the province on enterprise reform and development and the requirements of relevant departments，Notify the problems that the company pointed out during the supervision and inspection；

(2) Determine the annual regular board meeting plan in accordance with the provisions of the company's articles of association，Including the number of meetings and the specific time of the meeting, etc.。When necessary，The right to independently decide to convene an extraordinary board meeting；

(3) Determining board of directors topics，Conduct preliminary review of relevant proposals to be submitted to the board of directors for discussion，Decide whether to submit it to the board of directors for discussion；

(4) Convening and presiding over board meetings，Execution of the provisions of the working rules of the board of directors，Enable each director to fully express his/her personal opinion，Vote based on full discussion；

(5) Responsible for organization and formulation、Revised working rules of the board of directors、The working rules of the special committees of the board of directors and other rules and regulations for the operation of the board of directors，And the company’s basic management system，and submitted to the board of directors for discussion and approval；

(6) Timely grasp the implementation of various resolutions of the board of directors，And supervise the implementation of the resolution、Check；Regarding the problems found，Requests for rectification should be made in a timely manner；The results of the inspection and major issues found should be reported at the next board meeting；

(7) Organize and formulate the company’s profit distribution plan and loss compensation plan，The company’s plan to increase or reduce its registered capital，Company merger、Split、Plan to dissolve or change company form，And other plans authorized by the board of directors，and submitted to the board of directors for voting；

(8) According to the resolution of the board of directors，Responsible for signing company appointments、Documents for dismissal of senior managers；According to the regulations of the Provincial State-owned Assets Supervision and Administration Commission，Sign business performance contracts and other documents with senior managers on behalf of the board of directors；Sign the law、Other documents stipulated in administrative regulations and authorized by the board of directors and required to be signed by the chairman；Signing important legally binding documents on behalf of the company；

(9) Propose candidates for general counsel and board secretary and their remuneration and assessment suggestions，Request the board of directors to decide on appointment or dismissal and remuneration matters；Propose the establishment plan or adjustment suggestions and candidate suggestions for each special committee，Submit to the board of directors for discussion and vote；

(10) Responsible for drafting the annual work report of the board of directors，Submit to the Board of Directors for consideration，Report the annual work to the Provincial State-owned Assets Supervision and Administration Commission on behalf of the board of directors；

(11) In accordance with the relevant requirements of the Provincial State-owned Assets Supervision and Administration Commission，Responsible for organizing the board of directors to provide timely information to the Provincial State-owned Assets Supervision and Administration Commission，And organize the board of directors to regularly evaluate the effectiveness of the information management and control system，Check the authenticity of the information、Accuracy、Integrity，Request timely rectification of discovered problems，Guarantee the authenticity of the information content、Accurate、Complete；

(12) Communicate with outside directors outside of meetings，Listen to outside directors’ opinions，And organize outside directors to conduct necessary work research and business training；

(13) In the event of force majeure or major emergency，In emergency situations when the board of directors meeting cannot be convened in time，Exercise company affairs in compliance with the law、Special adjudication and disposal rights for administrative regulations and company interests，And report to the board of directors afterwards；

(14) Laws, regulations and other powers granted by the board of directors.

Article 34 The chairman is unable to perform his duties or fails to perform his duties，The Vice Chairman shall perform the duties and powers stipulated in Article 33 on his behalf；The vice chairman is unable to perform his duties or fails to perform his duties，The Provincial State-owned Assets Supervision and Administration Commission appoints a director from among the board members to perform his duties。

Section 4  Board meeting

Article 35 Board meetings include regular meetings and ad hoc meetings。Number of board meetings held，Should ensure that the needs of the Board of Directors in fulfilling their responsibilities are met。Board meetings include regular meetings and ad hoc meetings。

Article 36 The plan for regular board meetings should be finalized before the end of the previous year。Regular meeting notice and required documents、Information and other materials，Should be sent to all directors and other attendees 10 days before the meeting。

Article 37 When one of the following situations occurs，The chairman shall convene and preside over an extraordinary meeting of the board of directors within 10 days after receiving the proposal:

(1) Proposed by more than one-third of the directors;

(2) The Provincial State-owned Assets Supervision and Administration Commission deems it necessary;

(3) Other circumstances stipulated in the company's articles of association.

Article 38 Except for the situations specified above and other urgent matters，Convene an extraordinary meeting of the board of directors，Meeting notice and required documents、Information and other materials，should be held 5 days before the meeting，Served to all directors and other attendees。

Article 39 The board of directors meeting must be attended by more than half of the directors before it can be held，More than half of the outside directors must attend。Voting on board resolutions，implement one person, one vote。

Directors can express their approval for proposals submitted to the board of directors for consideration、Objection、Abstain。Oppose、Directors abstaining，Specific reasons must be stated and recorded in the meeting minutes。

[Note: More than half of the outside directors must be present，Applicable to companies with more than 2 outside directors。】  

Article 40 Board of Directors resolutions are divided into ordinary resolutions and special resolutions。When the board of directors passes an ordinary resolution，Should be approved by more than half of all directors；When a special resolution is passed，Should be approved by more than two-thirds of all directors。

The following matters shall be passed by special resolution:

(1) Formulate the company’s plan to increase or reduce its registered capital；

(2) Formulating company merger、Split、Plan to dissolve or change company form；

(3) Formulating a draft or amendment to the company’s articles of association;

(4) Law、Matters that should be passed through special resolutions as stipulated by administrative regulations or the Provincial State-owned Assets Supervision and Administration Commission。

Article 41 When more than one-third of the directors or more than two outside directors believe that the information is insufficient or the argument is unclear，You can jointly propose in writing to postpone the opening of the board of directors meeting or postpone the discussion of the agenda items，The board of directors should adopt it。

The same issue shall not be postponed more than twice。After the same issue was postponed twice，The director who proposed the postponement still thinks there is a problem with the issue，You can vote against the vote，Or report to the Provincial State-owned Assets Supervision and Administration Commission in accordance with relevant regulations。

Article 42 Regular board meetings must be held in person。In principle, the extraordinary meeting of the board of directors shall be in the form of an on-site meeting；When an urgent matter is encountered and directors have enough information to vote，Telephone conference can also be used、Make decisions on the motion through video conference or written materials for separate review，However, the board of directors decides on special matters and the board of directors formulates the company’s profit distribution plan and loss compensation plan、Bond issuance plan、When appointing or dismissing senior management personnel of the company，No correspondence review method is allowed。

Article 43 Directors who are related to enterprises and other relevant entities involved in board resolutions，No voting rights may be exercised on this resolution，You are also not allowed to exercise voting rights on behalf of other directors。

Article 44 Board of Directors meetings shall be attended by the directors in person；Director cannot attend for some reason，You can authorize other directors in writing to attend and exercise voting rights on your behalf，The scope of authorization should be stated in the power of attorney、Opinions of voting on behalf of others、Period of authorization, etc.。

Article 45 The board of directors can hire relevant experts or consulting agencies as needed，Provide professional advice to the board of directors，Expenses shall be borne by the company。

Article 46 Proposals that the board of directors believes require further study or major modifications，The motion should be modified、Reconsideration after improvement，The time and method of reconsideration dafabet mobile loginshall be decided by the board of directors meeting。

Article 47 The board of directors shall keep minutes of the matters discussed at the meeting，Meeting minutes should include the date of the meeting、Location、Host name、Name of attending director、Meeting agenda、Issue、Key points of directors’ speech、The voting method and results of the resolution (in favor、Number of votes against or abstentions and names of voters), etc.，Meeting minutes should completely and accurately reflect the content agreed at the meeting。The directors who attended the meeting and the secretary of the board of directors who attended the meeting shall sign on the meeting minutes。

Article 48 The secretary of the board of directors should prepare meeting minutes and meeting resolutions according to the content and voting status of the board of directors meeting，Served to the directors attending the meeting within 3 days after the meeting。Convening meetings by communication or other means，Should be delivered to each director within 7 days after the meeting。Directors should sign the meeting resolution，If you have any opinions or objections to the meeting resolutions，No signature required，However, written opinions should be sent to the board of directors。The meeting resolution will take effect after being signed by the participating directors，If the director neither signs，Without a written explanation at the same time，Deemed as fully agreeing with the contents of the meeting resolution。

Article 49 The Provincial State-owned Assets Supervision and Administration Commission can send people to attend the company’s board of directors meetings and meetings of the board of directors’ special committees。The secretary of the company's Discipline Inspection Commission (leader of the disciplinary inspection and supervision team) can attend board meetings and meetings of special committees of the board of directors。

Article 50 The board of directors can determine the company’s senior managers as needed、Relevant business department heads and invited experts and other relevant personnel were present，Explain the motion involved、Provide consultation or express opinions、Accept inquiry。Personnel attending the board meeting do not have the right to vote。

Things to be considered by the board of directors involve legal issues，The general counsel shall attend and provide legal opinions。

Article 51 Meeting Notice、Vote、Meeting minutes、Meeting Resolution、Power of attorney and other meeting-related materials、Documents should be archived and kept。

Section 5  Board Secretary and Board Office

Article 52 The company has one board secretary，The board secretary should have relevant professional knowledge and experience，Should have sufficient time and energy to perform duties，Generally, it should be full-time。Secretary of the Board of Directors attends the Board of Directors meeting，Participate in important company decision-making meetings such as general manager office meetings。When the party committee studies and discusses major business and management matters，The secretary of the board of directors shall attend as a non-voting delegate。

Article 53 The secretary of the board of directors performs the following duties:

(1) Assist the company’s board of directors to strengthen the construction of modern enterprise systems and corporate governance mechanisms with Chinese characteristics，Research on organizational corporate governance，Organize the formulation of rules and regulations related to corporate governance；

(2) Organizing the implementation of the corporate governance system，Manage related matters；

(3) Organizing and preparing for board meetings，Preparing board meeting proposals and materials；

(4) Organize the preparation and submission of documents to be issued by the board of directors；

(5) Organization and custody of board meeting resolutions、Meeting minutes and other meeting materials；

(6) Responsible for liaison with directors，Responsible for organizing the work of providing information and materials to directors；

(7) Assist the chairman in formulating major plans、Formulate or revise various rules and regulations for the operation of the board of directors；

(8) Follow up on the implementation of the board of directors’ resolutions，And report to the chairman in a timely manner；

(9) Responsible for the daily liaison between the board of directors and the Provincial State-owned Assets Supervision and Administration Commission;

(10) Exercise of Board Authorization and Law、Administrative regulations、Other powers stipulated in the company’s articles of association；

(11) Other matters assigned by the Chairman.

Article 54 The company should formulate work rules for board secretaries，Specifies the conditions for serving as secretary of the board of directors、How to work、Working procedures and other contents，Effective upon approval by the Board of Directors。

Article 55 The board of directors establishes an independent board of directors office as the working body of the board of directors，Dedicated staff，Led by the Secretary of the Board。The Board of Directors Office is specifically responsible for the daily work of the Board of Directors and the special committees of the Board of Directors，Guide the construction of modern enterprise systems and board of directors of subsidiaries。

Chapter 6  Managerial

Article 56 The company has 1 general manager，Deputy General Manager [number] name，Suppose 1 chief accountant，Responsible to the Board of Directors，Report to the Board of Directors，Accept the supervision and management of the board of directors。

Article 57 The general manager is responsible to the board of directors，Report to the Board of Directors，Report work to the chairman of the board of directors between meetings。

Article 58 The general manager exercises the following powers:

(1) Preside over the company’s production, operation and management work，Organize the implementation of board resolutions；

(2) Formulate the company’s strategy and development plan、Business plan，And organize and implement；

(3) Formulate the company’s annual investment plan and investment plan，And organize and implement；

(4) According to the company’s annual investment plan and investment plan，Approval of expenditures for recurring project expenses and long-term investment periodic expenses；

(5) Formulate the company’s annual financial budget plan、Final Accounting Plan；

(6) Formulate the company’s profit distribution plan and loss compensation plan；

(7) Formulate the company’s plan to increase or reduce its registered capital;

(8) Formulating plans for issuing corporate bonds and other financing plans above a certain amount，Approval of other financing options below a certain amount；

(9) Drafting a company merger、Split、Plan to dissolve or change the company form；

(10) Formulating a plan for setting up the company’s internal management organization，Subsidiary、Plan for the establishment or cancellation of branches and other branches；

(11) Formulate the company’s basic management system，Formulate the company’s specific rules；

(12) In accordance with relevant regulations，Request the board of directors to appoint or dismiss relevant senior managers of the company；

(13) In accordance with relevant regulations，The appointment or dismissal of management personnel other than those who shall be appointed or dismissed by the board of directors；

(14) Drafting the company’s risk management system、Internal control system、Plans on the accountability system and compliance management system for illegal business operations and investments，Organization and implementation after approval by the board of directors；

(15) Formulate the company’s guarantee plan;

(16) Formulate the company’s asset disposal plan above a certain amount、External donation or sponsorship plan，Approved by the board of directors the company’s asset disposal plan below a certain amount、External donation or sponsorship；

(17) Formulate the company’s income distribution plan、Annuity Plan；

(18) Establishing a general manager office meeting system，Convene and host the general manager’s office meeting；

(19) Coordination、Inspect and supervise various departments、Branches、Production, operation and reform of each subsidiary enterprise、Management work；

(Twenty) Propose suggestions on matters involved in the company’s exercise of shareholders’ rights in the companies it invests in；

(Twenty-one) Law、Administrative regulations、Other powers stipulated in this Articles of Association and authorized by the Board of Directors。

[Note: The company should base its decision on its own situation，Develop the general manager’s authority in the articles of association that meets the company’s actual requirements、Standards and specific implementation methods。】

Article 59 Managers should formulate work rules for general managers，Implemented after approval by the board of directors。The general manager shall exercise the authorization of the board of directors through general manager office meetings and other meetings。

Article 60 The general manager has the obligation of loyalty and diligence to the company and the board of directors，The interests of investors and the company should be protected，Perform your duties conscientiously，Implement board resolutions and requirements，Complete Year、Term business performance evaluation indicators and company business plan。 

Chapter 7 Employee Democratic Management and Labor and Personnel System 

Article 61 The company complies with legal regulations,Improve the democratic management system with the Workers’ Congress as the basic form，Promote the disclosure of factory affairs、Business disclosure，Implement employees’ right to know、Right to participate、Right of expression、Supervision rights。Listen to employees’ opinions on major decisions，Major issues involving the vital interests of employees must be reviewed by the workers’ congress or workers’ conference。Adhere to and improve the employee director system，Protect the rights and interests of employee representatives to participate in corporate governance in an orderly manner。

Article 62 Company employees organize trade unions in accordance with the "Trade Union Law of the People's Republic of China",Carry out trade union activities,Protecting the legitimate rights and interests of employees。The company should provide necessary activity conditions for the trade union。

Article 63 Companies should abide by national laws on labor protection and production safety、Administrative regulations，Implement relevant national policies，Protect the legitimate rights and interests of workers。In accordance with national labor and personnel laws、Administrative regulations and policies，According to production and operation needs，Develop labor、Personnel and distribution system。

Chapter 8 Finance, Accounting, Auditing and Legal Advisor System

Article 64 The company shall comply with the law、Administrative regulations and the provisions of relevant departments of the country and our province establish the company’s financial affairs、Accounting、Audit and legal advisory system。

Article 65 The company’s fiscal year adopts the Gregorian calendar year system，That is, a fiscal year starts from January 1st to December 31st of each year。

The company adopts RMB as the standard accounting currency，Accounts written in Chinese。

Article 66 The company’s profit distribution shall be in accordance with the Company Law and other relevant laws、Execution of administrative regulations and relevant state-owned dafabet.com mobilecapital income management regulations of the country and our province。

Article 67 The company shall within 90 days after the end of each fiscal year，Preparation of financial accounting reports。Financial accounting reports should be in accordance with the law、Administrative regulations、"Accounting Standards for Business Enterprises" and the Provincial Department of Finance、Provisions prepared by the Provincial State-owned Assets Supervision and Administration Commission and other relevant departments。

The company’s annual financial report shall be audited by an accounting firm in accordance with the law，and reviewed and approved by the company’s board of directors，Submit to the Provincial State-owned Assets Supervision and Administration Commission as required。

Article 68 The company should provide the accounting firm hired with true facts、Complete accounting voucher、Accounting Book、Financial accounting reports and other accounting information，Do not refuse、Hidden、False report。

Article 69 Except for statutory accounting books of the company，No separate accounting books are allowed。To company assets，Account storage cannot be opened in the name of any individual。

Article 70 The company’s internal audit department shall comply with the relevant regulations of the Provincial State-owned Assets Supervision and Administration Commission，Responsible to the Board of Directors，Carry out internal audit work，Audit and supervise the production, operation and management activities of the company and its branches。

The company’s internal audit department accepts the guidance and supervision of the Compliance and Audit Committee of the Board of Directors。

Article 71 The company implements a general counsel system，One general counsel，Give full play to the role of the general counsel in legal review and control in business management，Promote the company’s legal operation、Compliance Management。 

Chapter 9 Merger, Split, Dissolution and Liquidation 

Article 72 Merger or spin-off of companies，The company’s board of directors should propose a plan，After passing the procedures specified in this charter，Submit for approval according to authority。

Article 73 The company was dissolved for the following reasons:

(1) The business period stipulated in the company's articles of association expires or other reasons for dissolution stipulated in the company's articles of association occur；

(2) The Provincial State-owned Assets Supervision and Administration Commission decided to dissolve;

(3) Dissolution is required due to company merger or division;

(4) Business license revoked according to law、Order to close or be revoked；

(5) The People’s Court shall dissolve the company in accordance with the relevant provisions of the Company Law。

Article 74 When the company is dissolved，A liquidation team should be established in accordance with the law to liquidate the company。After the liquidation is over，The liquidation team should prepare a liquidation report，Apply to the company registration authority for deregistration in accordance with the law after approval by the Provincial State-owned Assets Supervision and Administration Commission。

Chapter 10 Supplementary Provisions

Article 75 The term “senior management personnel” as mentioned in these Articles refers to the general manager of the company、Deputy General Manager、Chief Accountant、General Counsel and Board Secretary, etc.。

Article 76 Under one of the following circumstances，The company should amend its articles of association in a timely manner:

(1) Matters stipulated in the company’s articles of association and current laws、Conflict with administrative regulations；

(2) The actual situation of the company changes，Inconsistent with the company’s articles of association；

(3) The Provincial State-owned Assets Supervision and Administration Commission decided to amend the articles of association.

Amendment of the Articles of Association，Should be reported to the Provincial State-owned Assets Supervision and Administration Commission for approval。Involving changes in company registration matters，Process change registration in accordance with the law。

Article 77 The “above” mentioned in this Articles includes the original number.

Article 78 Matters not covered in this charter，In accordance with the "Company Law" and related laws、Administrative regulations and rule enforcement。

Article 79 This Article of Association shall take effect from the date of approval by the Provincial State-owned Assets Supervision and Administration Commission.

Article 80 The Provincial State-owned Assets Supervision and Administration Commission authorizes the company's board of directors to interpret this Article.

Article 81 This Article is made in 5 copies，The Provincial State-owned Assets Supervision and Administration Commission holds 2 shares、Report 1 copy to the company registration authority、The company keeps 2 copies。

[Note: The establishment of the supervisory board of a wholly state-owned company，Determined by the Provincial State-owned Assets Supervision and Administration Commission based on the revision of the "Company Law"。Before the revision of the Company Law，The relevant content of the supervisory board in the current articles of association of a wholly state-owned company will not be revised for the time being。】