Guangxi Liugong Machinery Co.Ltd(000528)
constitution
The articles of association are in accordance with the company law of the people's Republic of China (revised in October 2018), the securities law of the people's Republic of China (revised in December 2019), the guidelines for the articles of association of listed companies (revised in April 2019) of the CSRC, the regulatory guidelines for listed companies No. 3 - cash dividends of listed companies (revised in November 2013) of the CSRC The opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (issued in December 2013), the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in February 2020) and other laws, administrative regulations, normative documents and the actual situation of the company are revised.
December, 2001
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV Party Committee Chapter V shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders eleven
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 eighteen
Section VI voting and resolutions of the general meeting of shareholders twenty
Chapter VI board of Directors twenty-six
Section 1 Directors twenty-six
Section 2 independent directors thirty
Section III board of Directors thirty-four
Chapter VII CEO and other senior managers Chapter VIII board of supervisors forty-nine
Section I supervisors forty-nine
Section II board of supervisors fifty
Chapter IX democratic management of employees and labor and personnel system Chapter X financial accounting system, profit distribution and audit fifty-two
Section I financial accounting system fifty-two
Section II Internal Audit fifty-six
Section III appointment of accounting firm fifty-seven
Chapter XI notice, announcement, information disclosure and Investor Relations Management fifty-seven
Section I notice fifty-seven
Section 2 Announcement fifty-eight
Section III Information Disclosure fifty-eight
Section IV investor relations management fifty-nine
Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation sixty
Section 1 merger, division, capital increase and capital reduction sixty
Section 2 dissolution and liquidation sixty-one
Chapter XIII amendment of the articles of Association 62 chapter XIV Supplementary Provisions sixty-three
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as "the company"), shareholders and creditors and standardize the organization and behavior of the company, 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") and the trade union law of the people's Republic of China And other relevant laws, regulations, rules and normative documents, and in combination with the actual situation of the company, formulate the Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as "the articles of association" and "the articles of association").
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions with the approval of GZH [1993] No. 52 document of the people's Government of Guangxi Zhuang Autonomous Region.
The company was approved by the economic system reform commission of Guangxi Zhuang Autonomous Region (gtgg Zi [1993] No. 92) and the people's Government of Guangxi Zhuang Autonomous Region (GZH [1993] No. 52), And approved by China Securities Regulatory Commission (hereinafter referred to as "CSRC") ）With the consent of zjfsz [1993] No. 30 document, it is established in the form of social offering; On November 8, 1993, the company was registered with Liuzhou Administration for Industry and Commerce and obtained a business license. The business license number was 19858159. Later, according to relevant national regulations, the company was registered with the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region and obtained a business license, The business license number is: (enterprise) 4500001000866. On February 26, 2008, the company was registered with Liuzhou Administration for Industry and commerce according to the notice of Guangxi Administration for Industry and Commerce no2277, and the business license and registration number were changed accordingly. On August 9, 2016, the company's business license, organization code certificate and tax registration certificate completed the "three certificates in one" , the unified social credit code of the merged company is 9145020198229141f.
Article 3 from October 15 to October 31, 1993, with the approval of the CSRC, the company issued 50 million RMB common shares (all domestic shares) to the public for the first time, including 5 million internal employee shares. 45 million public shares were listed on the Shenzhen Stock Exchange on November 18, 1993.
Article 4 registered name of the company: Guangxi Liugong Machinery Co.Ltd(000528) .
Full English Name: Guangxi Liugong Machine Co., Ltd
Article 5 company domicile: No. 1, LiuTai Road, Liuzhou City, Guangxi Zhuang Autonomous Region, postal code: 545007.
Article 6 the registered capital of the company is RMB one billion four hundred and seventy-five million two hundred and forty thousand eight hundred and seventy-six yuan (1475240876 yuan).
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 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, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 the articles of association 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 from the date of entry into force.
The articles of association are legally binding on the company, shareholders, directors, supervisors and senior managers.
According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, CEO, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, CEO, general manager and other senior managers.
Article 11 The term "senior managers" as mentioned in the articles of association refers to the chief executive officer (CEO), President, senior vice president, vice president, financial director, Secretary of the board of directors and other personnel recognized by the board of directors.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to develop production with social funds, give full play to the existing economic and technological advantages, explore Chinese and international markets, develop in a diversified and all-round way, provide marketable construction machinery products and other services for the society, and enable all shareholders to obtain satisfactory return on investment.
Article 13 after being registered according to law, the business scope of the company is:
R & D, production, sales, maintenance and after-sales service of construction machinery and spare parts; R & D, production, sales, maintenance and after-sales service of industrial vehicles; Sales and after-sales services of mobile cranes, special vehicles and trailers, special trucks, special operation vehicles and chassis, and modified vehicles produced with class II chassis; Sales and after-sales service of aerial work equipment; Recycling, remanufacturing and sales of construction machinery, industrial vehicles, hoisting machinery, aerial operation equipment and accessories; Industrial Siasun Robot&Automation Co.Ltd(300024) system integration design, manufacturing, sales and after-sales service; R & D, production, sales, transfer and technical consulting services of computer software and hardware, Internet of things intelligent terminal equipment; Computer system integration; Technology R & D, testing, consulting, transfer and related services of complete construction machinery, parts, materials and integrated systems; Technical management consulting; Design, manufacture and sales of process equipment; Supply and service of water, electricity and other energy; Sales of industrial and mining equipment and accessories, auto parts, hardware and electrical equipment, electrical equipment, hardware tools, complete electromechanical equipment, raw and auxiliary materials, instruments and meters, light industrial products, prepackaged food and lubricating oil; Import and export of goods and technology; Mechanical equipment and site leasing. Agricultural machinery manufacturing; Agricultural machinery services; Sales of agricultural machinery; Agricultural machinery leasing; Charging pile sales; Sales of intelligent power transmission and distribution and control equipment; Internet sales (except sales of goods requiring license).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
The company may issue preferred shares and buy back shares in accordance with the relevant provisions of the measures for the administration of pilot preferred shares, the measures for the administration of the acquisition of listed companies and the articles of association of the CSRC.
Article 16 the par value of the shares issued by the company is RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 the initiator of the company is the former Liuzhou Construction Machinery Factory (cancelled), subscribing 150 million shares (state-owned shares) and making capital contribution with the assessed net operating assets. The time of capital contribution is June 1993.
Article 19 the total number of shares of the company is 1475240876, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company's shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 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:
(i) Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Placing new shares to existing shareholders;
（5） Increase the share capital with the accumulation fund;
（6） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 specified in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(i) 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） Where a shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders; (5) use the shares to convert the corporate bonds issued by the listed company into shares;
（6） It is necessary for a listed company to safeguard its value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC. Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company is due to item (I) of Article 23 of the articles of association The acquisition of the company's shares for the reasons in Item (2) shall be subject to the resolution of the shareholders' meeting. The acquisition of the company's shares for the reasons in items (3), (5) and (6) of Article 23 of the articles of association shall be subject to the resolution of the board of directors attended by more than two-thirds of the directors. After the company purchases the company's shares in accordance with the provisions of Article 23, it belongs to the situation in Item (I), It shall be cancelled within 10 days from the date of acquisition; In case of items (2) and (4), they shall be transferred or cancelled within 6 months; in case of items (3), 5 and (6), the total 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.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
When foreign investors conduct medium - and long-term strategic M & A and investment in the company, their strategic M & A and investment behavior shall comply with the provisions of the Chinese government and relevant competent departments, and shall obtain the approval of the board of directors and the general meeting of shareholders of the company and the reply or approval of the CSRC and other relevant competent departments in advance, and shall comply with the company law, the securities law and the CSRC Perform reporting, announcement and other legal obligations in accordance with the relevant provisions of Shenzhen Stock Exchange.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the shares of the company
