In order to speed up the development of hydropower resources in Hongshui River basin, gradually realize the optimization and adjustment of regional power supply structure, actively promote the national strategy of transmitting electricity from west to east, accelerate the economic development in the central and western regions, adapt to the needs of establishing a modern enterprise system, standardize the organization and behavior of companies, and protect the legitimate rights and interests of companies, shareholders and creditors, China Datang Corporation, Guangxi Investment Group Co., Ltd. and Guizhou Development and Investment Company are based on the principles of voluntariness, equality, benefit sharing and risk sharing. In accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and relevant national laws and regulations, it is decided to jointly establish Longtan Hydropower Development Co., Ltd. (hereinafter referred to as the Company) and formulate the Articles of Association of the Company.

The Articles of Association is the code of conduct for the organization and activities of the Company, and is binding on the Company, shareholders, directors, supervisors and managers.

Chapter II Names and Domiciles of the Company and its Shareholders

Article 1 Chinese name of the company: Longtan Hydropower Development Co., Ltd.

English name of the company: Longtan Hydropower Development Co., Ltd.

Company English name abbreviation: H C.

The company is a state-owned company registered in the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region.

Article 2 Address: No.38 Sixian Road, Nanning, Guangxi.

Article 3 Names and domiciles of shareholders of the Company:

1. Party A: China Datang Corporation, a state-owned company registered with the State Administration for Industry and Commerce.

Address: Huashi Building, Zone B 16, Financial Street, Xicheng District, Beijing

Legal Representative: Zhai Ruoyu.

Responsibilities: General Manager

Postal code: 100032

2. Party B: Guangxi Investment Group Co., Ltd., a state-owned company registered in the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region.

Address: No.0/09, Minzu Avenue, Nanning, Guangxi Zhuang Autonomous Region.

Legal Representative: Huang.

Responsibilities: General Manager

Postal code: 530022

3. Party C: Guizhou Development and Investment Corporation, a state-owned company registered in Guizhou Administration for Industry and Commerce.

Address:No. 1 10-2, Yan 'an Middle Road, Guiyang, Guizhou.

Legal Representative: Zhao Jiaxing

Responsibilities: General Manager

Postal code: 55000 1

Unless otherwise specified in the Articles of Association, Party A, Party B and Party C are individually referred to as one party and collectively referred to as both parties.

Article 4 A company engaged in business activities must abide by national laws and regulations, abide by professional ethics and accept the supervision of the government and the public. The legitimate rights and interests of the company are protected by law and shall not be infringed.

Chapter III Business Purpose, Scope and Term

Article 5 The business purpose of the company is to develop Longtan Hydropower Station and other hydropower resources in time according to the national industrial policy. Through the implementation of scientific management, we can promote the rapid development of the company, achieve good economic benefits of the company, maintain and increase the value of assets, and make all shareholders get better returns.

Article 6 The business scope of the company is:

1, the main investment, construction, operation and management of hydropower projects developed by the company;

2. Run hydropower plant maintenance, water conservancy and hydropower engineering construction consultation and supervision, scientific and technological development, construction and installation engineering, building materials, transportation, real estate, catering services, commerce, tourism, aquaculture, etc.

Article 7 The operating period of the company is fifty years.

Chapter IV Registered Capital, Contribution Ratio and Mode

Article 8 The registered capital of the Company is RMB 654.38+800 million.

Article 9 The amount, mode and proportion of capital contribution of each party:

65,438+0. Party A contributed1170,000 yuan in cash, accounting for 65% of the registered capital of the company;

2. Party B contributed 54 million yuan in cash, accounting for 30% of the company's registered capital;

3. Party C contributed RMB 9 million in cash, accounting for 5% of the company's registered capital;

Article 10 All parties shall pay their capital contributions in full in proportion to their capital contributions, and deposit their monetary capital contributions into the temporary account opened by the company in the bank five days before applying for registration with the administrative department for industry and commerce.

Article 11 After the capital contribution of each party is completed, an accounting firm with legal qualifications shall be hired to verify the capital contribution of each party and issue a capital verification certificate.

Article 12 After the establishment of the company, a capital contribution certificate shall be issued to all shareholders. The certificate shall include the following contents:

1, company name, registration date;

2. Registered capital of the company;

3. Name, amount and time of contribution of shareholders;

4. Number and date of issuance of the capital contribution certificate.

The capital contribution certificate shall come into effect after being signed by the chairman and stamped with the official seal of the company; The capital contribution certificate is the certificate for each shareholder to obtain profits, exercise rights and undertake obligations.

Article 13 According to the needs of the construction of Longtan Hydropower Station, each shareholder will gradually increase the registered capital of the company according to the proportion of capital contribution determined in the articles of association.

Chapter V Establishment and Organizational Form of the Company

Article 14 The company was formally established as of the date when the Guangxi Zhuang Autonomous Region Administration for Industry and Commerce issued the business license.

Article 15 After the company is registered, each shareholder may not withdraw his capital contribution.

Article 16 The organizational form of a company is a limited company. In any case, each shareholder shall be liable to the Company to the extent of the capital contribution subscribed by him, and shall enjoy the owner's right to benefit from assets, make major decisions and select managers according to the proportion of capital contribution stipulated in the Articles of Association. Shareholders of the company share the benefits and risks in proportion to their capital contribution.

Article 17 A company shall carry out independent accounting, operate independently, be responsible for its own profits and losses, and develop by self-discipline, and enjoy all legal person property rights formed by shareholders' investment according to law. Enjoy civil rights and bear civil responsibilities according to law.

Chapter VI Transfer of Shareholder's Capital Contribution and Change of Registered Capital

Article 18 Shareholders of a company may transfer all or part of their capital contributions to each other.

When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer.

Under the same conditions, other shareholders have the preemptive right to purchase the capital contribution transferred with the consent of shareholders.

Article 19 After a shareholder transfers his capital contribution according to law, the company shall record the transferee's name, domicile and the transferred capital contribution in the register of shareholders. At the same time, cancel the original contribution certificate of relevant shareholders, and issue a contribution certificate reflecting the ownership of new shares. According to the changes, the shareholders' meeting shall amend the Articles of Association in accordance with the law, and register and announce the changes to the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region. The transferee must accept all the rights and obligations stipulated in the articles of association.

Article 20 The increase or decrease of the registered capital of a company must be approved by shareholders representing more than two thirds of the voting rights. After the company increases or decreases its registered capital, it shall make corresponding changes in the register of shareholders and issue a capital contribution certificate to shareholders reflecting the new ownership. According to the changes, the shareholders' meeting shall amend the Articles of Association in accordance with the law, and register and announce the changes to the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region.

Chapter VII General Meeting of Shareholders

Article 21 The Company shall set up a shareholders' meeting, which shall be composed of all shareholders. The shareholders' meeting is the authority of the company.

Article 22 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.

Article 23 The shareholders' meeting shall exercise the following functions and powers:

1. Decide on the company's business policy and investment plan;

2. Confirm the directors and supervisors and decide on their remuneration;

3. Review and approve the reports of the board of directors, the board of supervisors or supervisors;

4. Review and approve the company's annual financial budget plan and final accounts plan;

5. To review and approve the company's profit distribution plan and loss recovery plan;

6. Make resolutions on the issuance of corporate bonds;

7. To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;

8. To make resolutions on the company's increase or decrease of registered capital and the mode of capital contribution;

9. To make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company;

10. Modify the Articles of Association.

Article 24 A resolution made by the shareholders' general meeting must be passed by shareholders representing more than half of the voting rights. Resolutions of the shareholders' meeting on the increase or decrease of registered capital and mode of contribution, merger, division, amendment of the Articles of Association, change of corporate form, dissolution and liquidation of the company must be passed by shareholders representing more than two thirds of the voting rights.

Article 25 Shareholders' meetings are divided into regular meetings and temporary meetings.

The shareholders' meeting of the company shall be held at least once a year, one of which shall be held within one month after the end of the fiscal year and the completion of the financial final accounts and profit distribution plan.

Shareholders representing more than one quarter of the voting rights or more than one third of directors and supervisors may propose to convene an extraordinary general meeting of shareholders.

Article 26 The shareholders' meeting of the company shall be convened by the board of directors and presided over by the chairman. If the chairman is unable to perform his duties for some reason, he may be presided over by the vice chairman or other directors designated by him. The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution.

Article 27 The company shall notify all shareholders of the date, place and topics of the meeting fifteen days before the meeting is held.

The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes. Minutes of meetings shall be kept by the board of directors for a long time.

Shareholders have the right to consult the minutes of shareholders' meetings and the company's financial and accounting reports. When the company increases its capital, shareholders can subscribe for the capital contribution first.

Chapter VIII Board of Directors

Article 28 The company shall have a board of directors. The board of directors is responsible for the shareholders' meeting and is the executive body of the shareholders' meeting.

Article 29 The board of directors shall exercise the following functions and powers:

1. Be responsible for convening the shareholders' meeting and reporting to the shareholders' meeting;

2. Implement the resolutions of the shareholders' meeting;

3. Decide on the company's business plan, investment plan and the establishment of the company's internal management organization;

4. Formulate the company's annual financial settlement plan and final settlement plan;

5. Formulate the company's annual profit distribution plan and loss compensation plan;

6. To formulate plans for increasing or decreasing the registered capital of the company;

7. To formulate plans for merger, division, change of corporate form and dissolution of the company;

8. To appoint or dismiss the general manager of the Company, appoint or dismiss the deputy general manager, chief engineer, chief accountant and chief economist of the Company according to the nomination of the general manager, and decide on their remuneration;

9. To examine and approve the company's financial management, personnel management, labor and salary management, production and operation management and other related management systems;

10, handling major external affairs of the company;

1 1. Draw up plans to deal with other major problems of the company.

Article 30 The board of directors consists of nine directors. Party A appoints five directors, including a chairman and a vice chairman; Party B appoints two directors, including one vice chairman; Party C appoints a director; An employee representative of the company. The term of office of directors is three years. Upon the expiration of the term of office, with the consent of the appointing party, the directors may be re-elected.

Article 31 The meeting of the board of directors shall be held at least once every six months, and the first meeting shall be held at the beginning of the year within three months after the end of the previous fiscal year. And notify all directors ten days before the meeting. A board meeting is valid only if at least two thirds of the directors are present.

More than one third of the directors may propose to convene a board meeting.

Article 32 The board meeting shall be attended by the directors themselves. If a director is unable to attend for some reason, he may entrust other directors or their representatives to attend in writing, and the power of attorney shall specify the scope of authorization.

The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting (including the representatives entrusted by the directors who did not attend the meeting) shall sign the minutes.

Article 33 Resolutions made by the board of directors must be passed by more than half of all directors, but resolutions made by the board of directors on items 3, 4, 5, 6, 7 and 8 of Article 29 of the Articles of Association must be passed by more than four fifths of all directors.

Article 34 The meeting of the board of directors shall be convened and presided over by the chairman. If the chairman is unable to perform his duties for some reason, he may designate a vice-chairman or other directors to convene and preside over the meeting.

Article 35 The chairman is the legal representative of the company, and the vice chairman assists the chairman in his work.

The chairman's main responsibilities are:

1. Convene and preside over board meetings;

2. Report to the shareholders' meeting on behalf of the board of directors;

3. Nominate the general manager of the company and submit it to the board meeting for discussion and approval;

4. Sign the company's capital contribution certificate to shareholders, important contracts and other documents that need to be signed by the legal representative;

5. Check the implementation of the resolutions of the board of directors;

6. Other powers granted by the board of directors.

Chapter IX Board of Supervisors

Article 36 The company shall set up a board of supervisors, which is the supervisory body of the company's business activities. The board of supervisors consists of five members, and the convener is elected from among them.

2 members of the Board of Supervisors, recommended by Party A, including 1 convener of the Board of Supervisors; Party B and Party C each recommend a supervisor; An employee representative of the company.

Directors, managers and chief accountants may not concurrently serve as supervisors.

Article 37 The term of office of a supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected.

Article 38 The board of supervisors shall be responsible to the shareholders' meeting. The Board of Supervisors shall exercise the following functions and powers:

1, check the company's finances;

2. Supervise the acts of directors, managers and senior managers who violate laws, regulations or the articles of association when performing their duties;

3. When the actions of directors and managers harm the interests of the company, require directors and managers to correct them;

4. Propose to convene an extraordinary general meeting of shareholders.

Supervisors attend board meetings as nonvoting delegates.

Article 39 The meeting of the Board of Supervisors shall be presided over by the convener, and shall be held at least once a year, and may be convened temporarily if necessary.

Article 40 The resolution of the board of supervisors must be adopted by more than half of all supervisors.

Article 41 When exercising its functions and powers, the board of supervisors may entrust lawyers, certified public accountants and certified auditors to conduct audits, and the expenses required shall be borne by the company.

Chapter X Management Organization

Article 42 The company shall have a general manager, who shall be appointed and dismissed by the board of directors for a term of three years and may be re-elected. The general manager is responsible to the board of directors and exercises the following powers:

1. Take charge of the production, operation and management of the company and organize the implementation of the resolutions of the board of directors;

2. Organize the implementation of the company's annual business plan and investment plan;

3. Draw up the establishment plan of the company's internal management organization, and organize the implementation after being approved by the company's board of directors;

4. Formulate the company's basic management system and specific rules;

5. To propose the appointment or dismissal of the company's deputy general manager, chief engineer, chief accountant and chief economist;

6. To appoint or dismiss management personnel other than those who should be appointed or dismissed by the board of directors;

7. To formulate the company's annual financial budget, final accounts plan and profit distribution plan;

8. Formulate the salary, welfare and reward and punishment measures for employees of the Company, and implement them after approval by the board of directors;

9. Other powers granted by the board of directors.

The general manager shall not change the resolutions of the shareholders' meeting and the board of directors or exceed the scope of authorization when exercising his functions and powers.

Chapter II Finance and Accounting of XI Company

Article 43 A company shall establish its own financial and accounting systems in accordance with laws, regulations and the provisions of the competent financial department of the State Council.

Article 44 A company shall prepare an annual financial and accounting report.

The annual financial accounting report shall include: balance sheet, income statement, cash flow statement, profit distribution statement and financial statements.

The annual financial accounting report shall be signed by the chairman of the board of directors and verified by the legal accounting firm.

The above work must be completed and delivered to shareholders within 90 days after the end of each fiscal year.

Article 45 When distributing the after-tax profits of the current year, the company shall allocate 10% of the profits to the company's statutory common reserve fund, and allocate 5% to 10% to the company's statutory public welfare fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn.

If the statutory reserve fund of the company is insufficient to make up for the company's losses in previous years, the profits of the current year shall be used to make up for the losses before the statutory reserve fund and statutory public welfare fund are withdrawn in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory reserve fund from the after-tax profits, it may withdraw any reserve fund upon the resolution of the shareholders' meeting.

The remaining profits of the company after making up the losses and withdrawing the provident fund and statutory public welfare fund shall be distributed according to the proportion of shareholders' capital contribution.

Article 46 The company's common reserve fund shall be used to make up the company's losses, expand the company's production and operation, or be converted to increase the company's capital.

The statutory public welfare fund drawn by the company is used for the collective welfare of the company's employees.

Article 47 The annual final accounts of the Company shall be reviewed and approved by the shareholders' meeting before implementation.

Article 48 A company shall not set up other accounting books besides the statutory accounting books. No account shall be opened for the company's assets in the name of any individual.

Article 49 The capital invested by shareholders in the early stage of Longtan Hydropower Project before the establishment of the company shall be treated as corporate debt after being audited in accordance with the law and approved by the shareholders' meeting, and bear interest according to the loan interest rate announced by the People's Bank of China for the same period, and may be converted into shareholders' capital contribution according to the capital contribution needs.

Chapter XII Company Merger, Division, Dissolution and Liquidation

Article 50 The merger or division of a company shall be decided by the shareholders' meeting of the company.

Article 51 When a company merges, all parties to the merger shall sign a merger agreement, notify the creditors within 10 days from the date of making the merger agreement, and make three announcements in the newspaper within 30 days. When the company is merged, the creditor's rights and debts of the merged parties shall be inherited by the merged company.

Article 52 When a company is divided, its property shall be divided accordingly. The company shall notify the creditors within 10 days from the date of making the resolution of separation, and make three announcements in the newspaper within 30 days. The debts before the division of the company shall be borne by the company after the division according to the agreement reached.

Article 53 Where a company merges, divides or changes its registered items, it shall register the change with the Guangxi Zhuang Autonomous Region Administration for Industry and Commerce.

Article 54 A company may be dissolved under any of the following circumstances.

1. The business term stipulated in the Articles of Association expires;

2. The shareholders' meeting resolves to dissolve;

3. The company needs to be dissolved due to merger or division;

4. In case of force majeure, the company cannot continue to operate;

5, in violation of national laws and regulations, endangering public interests was revoked according to law.

Article 55 Where a company is dissolved in accordance with the provisions of the preceding paragraph, a liquidation group shall be established in accordance with the Company Law and the provisions of the State Customs for liquidation.

Article 56 If a company is declared bankrupt according to law because it cannot pay off its due debts, the people's court shall, in accordance with the provisions of relevant laws, organize shareholders, relevant authorities and relevant professionals to set up a liquidation group to conduct bankruptcy liquidation of the company.

Chapter XIII Supplementary Provisions

Article 57 The provisions of Articles 57 to 63 of the Company Law on not being a director, supervisor or manager of a company and the provisions on obligations and responsibilities shall apply to directors, supervisors and managers of a company.

Article 58 The activities of grass-roots organizations in China shall be handled in accordance with the articles of association of China.

Article 59 The employees of the Company shall organize trade unions according to law, carry out trade union activities, and safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for the activities of the trade union.

Article 60 A company must protect the legitimate rights and interests of its employees, strengthen labor protection and realize safe production.

The company adopts various forms to strengthen employees' vocational education and on-the-job training to improve their quality.

Article 61 The Company shall, in accordance with relevant national laws, regulations and policies, formulate labor wages, labor protection and internal audit systems.

Article 62 If the Articles of Association are inconsistent with the national laws and regulations, the national laws and regulations shall prevail.

Article 63 Matters not covered in the Articles of Association shall be implemented in accordance with the provisions of the Company Law.

Article 64 The Articles of Association shall come into effect after the company is registered.

Article 65 The right to interpret the Articles of Association belongs to the shareholders' meeting of the company.

Article 66 The Articles of Association is made in nine copies, two for the company and shareholders respectively, and one for the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region.