Grandjoy Holdings Group Co.Ltd(000031)
constitution
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 on December 30, 2021)
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares two
Section 1 issuance of shares two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders four
Section 1 shareholders four
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders eight
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders eleven
Section 6 voting and resolutions of the general meeting of shareholders fourteen
Chapter V Party Committee Chapter VI board of directors eighteen
Section 1 Directors eighteen
Section II board of Directors twenty-one
Chapter VII general manager and other senior managers Chapter VIII board of supervisors twenty-six
Section I supervisors twenty-six
Section II board of supervisors twenty-seven
Chapter IX Financial Accounting system, profit distribution and audit twenty-eight
Section I financial accounting system twenty-eight
Section II Internal Audit thirty-one
Section III appointment of accounting firm thirty-one
Chapter X notice and announcement thirty-two
Section I notice thirty-two
Section II announcement thirty-three
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-three
Section 1 merger, division, capital increase and capital reduction thirty-three
Section 2 dissolution and liquidation thirty-four
Chapter XII amendment of the articles of Association 35 Chapter XIII Supplementary Provisions Chapter I General Provisions Article 1 these 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) and other relevant provisions in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company. Article 2 the company is a joint stock limited company established in accordance with the regulations of Shenzhen Special Economic Zone on joint stock limited companies and other relevant provisions (hereinafter referred to as the “company”).
With the approval of the document of Shenzhen Municipal People’s government “Shenfu ban Fu [1993] No. 761”, the company was established by raising funds, registered with Shenzhen Administration for Industry and commerce, obtained a business license, and the unified social credit code is 914403001922471899.
Article 3 on July 26, 1993, with the approval of Shenzhen securities administration office, the company reported to the society for the first time
200 million ordinary shares in RMB were issued to the public at the Shenzhen Stock Exchange on October 8, 1993
Listing. Article 4 registered name of the company: Grandjoy Holdings Group Co.Ltd(000031)
GRANDJOY HOLDINGS GROUP CO.,LTD.
Article 5 domicile of the company: COFCO real estate group, No. 3, Longjing Second Road, zone 3, Xin’an street, Bao’an District, Shenzhen
Room 101, 1st floor, Xinxin, postal code: 518101 Article 6 the registered capital of the company is RMB 4286313339. 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 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 and strengthen party affairs staff, and ensure the working funds of the party organization. Article 11 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, 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
Clerk. Article 12 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, Secretary of the board of directors, chief accountant (person in charge of Finance) and general legal adviser. Chapter II business purpose and scope Article 13 the business purpose of the company is to promote the modernization of enterprise management in accordance with international practices and China’s economic laws and regulations, and make contributions to the satisfactory economic interests of shareholders and social progress on the basis of developing industry, enhancing strength and pursuing benefits. Article 14 after being registered according to law, the business scope of the company is: real estate development and operation; China’s commercial and material supply and marketing industry (excluding monopoly, monopoly and specially controlled commodities); Construction technology consulting, import and export trade; Housing rental. Chapter III shares section 1 share issuance Article 15 the shares of the company shall be in the form of shares. Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB. Article 18 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 19 the promoters of the company are Shenzhen Bao’an District Investment Management Company, and the number of shares subscribed is
133 million shares in the form of converting net assets into shares on July 26, 1993.
Article 20 the total number of shares of the company is 4286313339, and the capital structure of the company is 4286313339 ordinary shares. Article 21 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 22 the company may increase its capital in the following ways according to the needs of operation and development, in accordance with the provisions of laws and regulations and through resolutions made by the general meeting of shareholders respectively:
(i) Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of 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 23 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 24 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） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or 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 the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company. Article 25 the company may choose one of the following ways to acquire its shares:
(i) Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it shall be carried out through public centralized trading. Article 26 the company’s acquisition of shares of the company due to items (I) to (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 24, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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 three years. Section III share transfer article 27 the shares of the company may be transferred according to law. Article 28 the company does not accept the company’s shares as the subject matter of the pledge. Article 29 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on 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 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation. Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders shall have the right to require the board of directors to perform within 30 days
that ‘s ok. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law. Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company. Article 32 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests. Article 33 shareholders of the company enjoy the following rights:
(i) Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 34 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder. Article 35 Where the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 36 If a director or senior manager violates laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the company’s shares for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates laws, administrative regulations or the articles of association when performing its duties, resulting in losses to the company, the shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
Others infringe upon the legitimate rights and interests of the company
