Rainbow Digital Commercial Co.Ltd(002419)
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Chapter VI Secretary of the board of directors and office of the board of Directors Chapter VII Management 38 Chapter VIII board of supervisors forty
Section I supervisors forty
Section II board of supervisors Chapter IX Party committee Chapter 10 democratic management and trade union organization Chapter XI financial accounting system, profit distribution, audit and general counsel system forty-five
Section I financial accounting system forty-five
Section 2 profit distribution forty-five
Section III internal audit forty-eight
Section IV appointment of accounting firm forty-eight
Section V general counsel system 49 Chapter XII notices and announcements forty-nine
Section I notice forty-nine
Section II announcement Chapter 13 merger, division, capital increase, capital reduction, dissolution and liquidation fifty
Section 1 merger, division, capital increase and capital reduction fifty
Section 2 dissolution and liquidation Chapter 14 special provisions on listing Chapter 15 amendment of the articles of Association 53 Chapter 16 Supplementary Provisions fifty-four
Chapter I General Provisions
Article 1 in order to establish the legal status of the company, standardize the organization and behavior of the company, adhere to and strengthen the comprehensive leadership of the party, adhere to the corporate governance mechanism of statutory rights and responsibilities, transparent rights and responsibilities, coordinated operation and effective checks and balances, improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of the company, shareholders and creditors, The 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”), the law of the people’s Republic of China on state owned assets of enterprises and other relevant provisions.
Article 2 the company is a foreign-invested joint stock limited company (hereinafter referred to as the “company”) established by Tianhong shopping mall Co., Ltd. (a Sino foreign joint venture) in accordance with the company law, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other relevant provisions and approved by the Ministry of Commerce of the people’s Republic of China in Shang Zi PI [2007] No. 1046 document, The original five shareholders of Tianhong shopping mall Co., Ltd. are the promoters of the company; The company was registered in Shenzhen Administration for Industry and Commerce on June 25, 2007 and obtained a business license. Now the company’s unified social credit code is 91440300618842912j.
Article 3 the company issued 50.1 million ordinary shares in RMB to the public for the first time on May 5, 2010 upon the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk (2010) No. 597, and was listed on Shenzhen Stock Exchange on June 1, 2010.
Article 4 registered name of the company: Rainbow Digital Commercial Co.Ltd(002419)
English name of the company: Rainbow digital Commercial Co., Ltd
Article 5 company domicile: 9-14 / F and 17-20 / F, Tianhong building, No. 3019, Zhongxin Road (Shenzhen Bay section), Nanshan District, Shenzhen postcode: 518052
Article 6 the registered capital of the company is RMB 1168847750.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 the company shall establish and improve the systems of finance, audit and general counsel in accordance with relevant national regulations, and strengthen internal supervision and risk control.
Article 10 in accordance with the provisions of 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, allocate a sufficient number of party affairs staff, ensure the working funds of the party organization, and establish a Discipline Inspection Commission in accordance with the provisions.
Article 11 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 12 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, Party committee members, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 13 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, chief accountant (financial principal), general counsel and Secretary of the board of directors.
Chapter II business purpose and scope
Article 14 the business purpose of the company is to implement the comprehensive customer satisfaction strategy; Adhere to the quality policy of genuine and fashionable goods, friendly, convenient and professional services, clean, safe and comfortable environment, and continuously meet the needs of customers; Follow the development principle of “effective expansion”, implement differentiated management, and strive to become a national first-class retail enterprise; Provide shareholders with a stable return on investment that exceeds the average level of the same industry.
Article 15 after being registered according to law, the business scope of the company includes the wholesale and export of daily necessities, textiles, clothing, cosmetics, food, salt, beverages, health food, agricultural and sideline products, household appliances and electronic products, culture, sporting goods and equipment, building materials and chemical products, mechanical equipment, hardware, furniture, toys, arts and crafts and other commodities Retail and related supporting services; Wholesale and retail of alcohol; Gold, silver and jewelry retail business; Retail business of books, newspapers, periodicals and audio-visual products in China; Motor vehicle parking business in the parking lot; Special car cleaning service; Operating stadiums and gymnasiums; Children’s entertainment places (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments); Planning of leisure and fitness activities; Sports planning and management; Engaged in catering service and management; Beverage and cold drink services; Retail of fire fighting equipment; Retail of medical devices (class II); Engage in advertising business; Marketing planning; Pet service.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of registered shares. Shares are certificates issued by the company to prove the shares held by shareholders.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the company is a joint stock limited company established by the overall change of Tianhong shopping mall Co., Ltd. The sponsors of the company are China Aviation Technology Shenzhen Co., Ltd. (formerly known as China aviation technology import and Export Shenzhen company), Wulong Trading Co., Ltd., Shenzhen Aoer Investment Development Co., Ltd., Shenzhen Kelai Investment Consulting Co., Ltd. and Shenzhen kangdate Investment Consulting Co., Ltd. The total number of shares issued during the overall change of the company is 250000000 shares, which are fully subscribed by the promoters, and the promoters contribute in the form of net assets converted into shares.
Article 21 the total number of shares of the company is 1168847750, all of which are ordinary shares.
Article 22 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 23 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 24 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 25 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） Shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 26 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
Article 28 after the company purchases the shares of the company in accordance with Article 25 of the articles of association, if it belongs to the situation in Item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Article 29 Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Independent directors shall express independent opinions on the repurchase of shares on the basis of full understanding of relevant information.
Article 30 unless AVIC International Holding Co., Ltd. (hereinafter referred to as “AVIC international”) or its designated companies (including but not limited to AVIC Shenzhen Co., Ltd. (hereinafter referred to as “AVIC Shenzhen company”) and AVIC International Holding Co., Ltd. (hereinafter referred to as “AVIC 161”) ）The active sale of the company’s shares causes AVIC international and its designated companies (including but not limited to AVIC Shenzhen company and AVIC 161) to jointly hold less shares in the company than Wulong Trading Co., Ltd. (hereinafter referred to as “Wulong company”) The number of shares of the company held at that time, otherwise, at any time, the shares of the company directly or indirectly held by Wulong company shall not exceed the total number of shares of the company jointly held by AVIC international and its designated companies (including but not limited to AVIC Shenzhen company and AVIC 161), If Wulong intends to acquire the company’s shares in any way or increase their shareholding ratio in the company to equal to or exceed the shareholding ratio jointly held by AVIC international and its designated companies (including but not limited to AVIC Shenzhen company and AVIC 161), it must obtain the prior written consent of AVIC international.
Section 3 share transfer
Article 31 the shares of the company may be transferred according to law.
Article 32 the company does not accept the company’s shares as the subject matter of the pledge.
Article 33 the shares issued by the company before its public offering of shares shall not be transferred within one year from the date of listing and trading of the company’s shares in the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after leaving office. Within one year after leaving office, the number of shares of the company listed and traded through the stock exchange shall not exceed 50% of the total shares of the company held by them.
Article 34
