China Greatwall Securities Co.Ltd(002939)
constitution
December, 2001
catalogue
Chapter I General Provisions- 1 – Chapter II business purpose and scope- 2 – Chapter III shares- 3 –
Section 1 issuance of shares- 3 –
Section II increase, decrease and repurchase of shares- 5 –
Section III share transfer- 6 –
Chapter IV shareholders and general meeting of shareholders- 7 –
Section 1 shareholders- 7 –
Section II general provisions of the general meeting of shareholders- 13 –
Section III convening of the general meeting of shareholders- 16 –
Section IV proposal and notice of the general meeting of shareholders- 17 –
Section V convening of the general meeting of shareholders- 20 –
Section VI voting and resolutions of the general meeting of shareholders- 23 –
Chapter V board of Directors- 30 –
Section 1 Directors- 30 –
Section 2 independent directors- 34 –
Section III board of Directors- 37 –
Section 4 special committees of the board of Directors- 42 –
Section V Secretary of the board of Directors- 45 –
Chapter VI president and other senior managers- 45 – Chapter VII board of supervisors- 50 –
Section I supervisors- 50 –
Section II board of supervisors- 51 –
Chapter VIII Party committee- 54 – Chapter IX Financial Accounting system, profit distribution and audit- 55 –
Section I financial accounting system- 55 –
Section II Internal Audit- 58 –
Section III appointment of accounting firm- 58 –
Chapter X notice and announcement- 59 –
Section I notice- 59 –
Section 2 Announcement- 60 –
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation- 60 –
Section 1 merger, division, capital increase and capital reduction- 60 –
Section 2 dissolution and liquidation- 61 –
Chapter XII amendment of the articles of Association- 63 – Chapter XIII Supplementary Provisions- 64 –
general provisions
Article 1 in order to safeguard the legitimate rights and interests of China Greatwall Securities Co.Ltd(002939) (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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) Regulations on the supervision and administration of securities companies (revised in 2014) (Order No. 653 of the State Council), standards for the governance of securities companies (announcement [2012] No. 41 of China Securities Regulatory Commission), guidelines for the articles of association of listed companies (revised in 2019) (announcement [2019] No. 10 of China Securities Regulatory Commission) The articles of association are formulated in accordance with the articles of association of the Communist Party of China and other relevant provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”). Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions.
The company is established by the original shareholders of China Greatwall Securities Co.Ltd(002939) limited liability company in the form of sponsorship.
On May 9, 2018, the company issued 310340536 ordinary shares in RMB to the public for the first time with the approval of zjxk [2018] No. 808 document of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on October 26, 2018.
Article 3 registered name of the company: China Greatwall Securities Co.Ltd(002939)
English name of the company: China Great Wall Securities Co., Ltd
Chinese abbreviation of the company: China Greatwall Securities Co.Ltd(002939)
English abbreviation of the company: CGWS
Article 4 company domicile: 10-19 floors, South Tower, energy building, No. 2026, Jintian Road, Futian street, Futian District, Shenzhen, Guangdong Province.
Postal Code: 518033
Article 5 the registered capital of the company is 3103405351 yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 from the effective date, 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, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 10 the term “senior managers” as mentioned in the articles of association refers to the president and other senior managers of the company. Other senior managers include the company’s vice president, the person in charge of compliance, the person in charge of finance, the Secretary of the board of directors, and other personnel recognized by the CSRC and confirmed as senior managers by the resolution of the board of directors.
The directors, supervisors and senior managers of the company shall obtain the qualification approved by the CSRC before taking office.
Article 11 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with the articles of association of the Communist Party of China. The company shall provide necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 12 business purpose of the company: adhere to the strategic idea of “safety and leadership” and the core values of “professionalism, integrity, enterprising and cooperation”, and practice the corporate mission of “partnering entities to make finance more responsible and valuable”, It is committed to realizing the development vision of “a comprehensive Xiandai Investment Co.Ltd(000900) bank with the objectives of digital brokerage, smart investment and scientific innovation finance, striving to create a characteristic first-class securities company specializing in the field of power and energy”, pursuing the maximization of long-term interests of shareholders and promoting the development of socialist market economy.
Article 13 the business scope of the company is:
（1） Securities brokerage;
（2） Securities investment consulting;
（3） Financial advisers related to securities trading and securities investment activities;
（4） Securities underwriting and recommendation;
（5） Self operated securities;
（6） Securities asset management;
（7） Margin trading;
（8） Selling securities investment funds on a commission basis;
（9） Providing intermediary services for futures companies;
（10） Selling financial products on a commission basis;
（11） Securities investment fund custody business;
（12） Other businesses approved by the CSRC.
The change of business scope of the company shall be approved by the CSRC and go through the change formalities at the company registration authority in accordance with legal procedures.
Article 14 the company may, in accordance with the relevant provisions of the CSRC, establish a private investment fund subsidiary to carry out private investment fund business, which shall be approved by the dispatched office of the CSRC where it is registered; The company may also, in accordance with the relevant provisions of the CSRC, establish alternative investment subsidiaries to carry out financial product investment and other alternative investment businesses, which shall be subject to the examination and approval of the local office of the CSRC.
Article 15 the company adheres to the compliance management concept of full compliance, compliance starts from the management, compliance creates value and compliance is the survival foundation of the company, advocates and promotes the construction of compliance culture of compliance operation, and cultivates the compliance awareness of all staff.
Article 16 the company adheres to the core cultural values of the securities industry of “compliance, integrity, professionalism and stability”, and is committed to providing value guidance and spiritual support for the high-quality development of the company. The board of directors (Party committee) of the company uniformly leads the cultural construction of the company.
Chapter III shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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.
Article 19 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1. Article 20 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “securities registration authority”).
Article 21 the company was wholly changed and established by China Greatwall Securities Co.Ltd(002939) limited liability company in March 2015. The promoters, number of shares subscribed, shareholding ratio and mode of capital contribution of the company are as follows:
Serial no. Name of initiator amount of subscribed shares (10000 shares) shareholding ratio contribution method
1. Huaneng capital services Co., Ltd. 10390450.27% of net assets
2 Shenzhen Energy Group Co.Ltd(000027) 2700013.06% of net assets
3. Shenzhen xinjiangnan Investment Co., Ltd. 2687613.00% of net assets
4. CNNC Finance Co., Ltd. 105005.08% of net assets
5 Sichuan Changhong Electric Co.Ltd(600839) Electronics Group Co., Ltd. 50002.42% of net assets
6. Shanghai Yidian (Group) Co., Ltd. 43002.08% of net assets
7 Guangdong Baolihua New Energy Stock Co.Ltd(000690) 35001.69% of net assets
8 Fujian Meizhouwan Holding Co., Ltd. 29001.40% of net assets
9 Xinjiang production and Construction Corps state owned assets management company 22001.06% of net assets
10 Fujian Jiuhua Development Co., Ltd. 22001.06% of net assets
11. Huafeng Group Co., Ltd. has 20000.97% of net assets
12. Huakai Investment Group Co., Ltd. has 20000.97% of net assets
13 Southern Publishing And Media Co.Ltd(601900) 1,779.740. 86% of net assets
14 Zhejiang Yankon Group Co.Ltd(600261) 17000.82% of net assets
15 Shenzhen Century Kunlun Investment Holding Co., Ltd. 17000.82% of net assets
16 China Railway Eryuan Engineering Group Co., Ltd. 17000.82% of net assets
17 Ningxia henglitong economic and Trade Co., Ltd. 15780.76% of net assets
18 Xinhu Zhongbao Co.Ltd(600208) 14920.72% of net assets
19. China Merchants Xiangjiang Industrial Investment Co., Ltd. 12300.60% of net assets
20 Shenzhen Bain Investment Co., Ltd. 11000.53% of net assets
21. Beijing Pengrun Real Estate Development Co., Ltd. has a net asset of 10000.48%
22 Beijing International Trust Co., Ltd. 680.260 33% of net assets
Serial no. Name of initiator amount of subscribed shares (10000 shares) shareholding ratio contribution method
23 Hainan Yangpu Tianqing Industrial Co., Ltd. 3600.17% of net assets
Total 206700100%—
Article 22 the total number of shares of the company is 3103405351, all of which are ordinary shares.
Article 23 the company or its subsidiaries (including the company’s 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 24 the company shall, according to the needs of operation and development, comply with the law
