Gcl System Integration Technology Co.Ltd(002506)
constitution
December, 2001
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares six
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 thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-eight
Section III appointment of accounting firm 39 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-three
Chapter I General Provisions
Article 1 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”) 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 Gcl System Integration Technology Co.Ltd(002506) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is established by the promoters in the form of sponsorship; Registered with Shanghai Administration for Industry and commerce, obtained a business license and unified social credit Code: 91310000751873021h.
Article 3 with the approval of China Securities Regulatory Commission on October 27, 2010, the company issued RMB 66 million ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on November 18, 2010.
If the listing of the company’s shares is terminated, the company’s shares will enter the agency share transfer system to continue trading. When the company modifies the articles of association, it shall not modify the provisions of this paragraph.
Article 4 registered name of the company: Gcl System Integration Technology Co.Ltd(002506)
English name of the company: GCL System Integration Technology Co., Ltd
Article 5 company domicile: Jianghai economic Park, Nanqiao Town, Fengxian District, Shanghai, postal code: 201406.
Article 6 the registered capital of the company is 5850316427 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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 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, general manager and other 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 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s co presidents, deputy general managers, Secretary of the board of directors, financial principals, etc.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to ensure shareholders’ rights and interests, improve the scientific and technological content of products, accelerate capital operation, and make the company an internationally influential company through efforts.
Article 13 after being registered according to law, the business scope of the company is:
Licensed project: construction project construction; Import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
General items: manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Foreign contracted projects; Contract energy management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business 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 the company’s shares 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 16 the par value of the shares issued by the company shall be indicated in RMB.
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 names of the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
Name of initiator number of shares subscribed contribution method and time of contribution
Ni Kailu 61.0995 million shares net assets 2007.8
Ni Na 9.2 million shares, net assets: August 2007
Zhang Zhengquan 4.21705 million shares net assets 2007.8
Pei Jianping 239545 shares, net assets: August 2007
Zhangjianghan century Venture Capital Co., Ltd. has 7985600 shares and net assets of August 2007
Shanghai Jiandu Real Estate Development Co., Ltd. 239545 shares, net assets 2007.8
Shanghai Nantian Sports Leisure Products Co., Ltd. has 159735 shares and net assets of August 2007
Wu Shen 239545 shares, net assets: August 2007
Zhang Jian 1915900 shares, net assets: August 2007
Zhang Haihong 1915900 shares, net assets: August 2007
Tao Jiren 478400 shares, net assets: August 2007
Zhang Chong 478400 shares, net assets 2007.8
Zhou Qi 478400 shares, net assets 2007.8
Lin Xiao 478400 shares, net assets: August 2007
Li Renzhi has 575000 shares and net assets of August 2007
Suvili 383295 shares, net assets: August 2007
Zhang Lianwen 1915900 shares, net assets: August 2007
Shen Huajiang 67045 shares net assets 2007.8
Shi Yaohui 478400 shares, net assets 2007.8
Zhou Hongfang’s net assets of 2.3 million shares were August 2007
Chen Yanxiu 1.725 million shares, net assets: August 2007
Ruan Ji 1053400 shares, net assets 2007.8
Wang Yingbo 95795 shares net assets 2007.8
Shao Mingwei 575000 shares, net assets: August 2007
Zhao Kangxian’s net assets of 2.3 million shares were August 2007
Zhang Qiufang 575000 shares, net assets: August 2007
Million Shilong 478400 shares net assets 2007.8
Fu Weihong 478400 shares, net assets: August 2007
Pan Xiaoqing had a net asset of 295000 shares in 2007
Article 19 the total number of shares of the company is 5850316427, and the capital structure is: 5850316427 ordinary shares in RMB and 0 shares of other types.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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） Increase the share capital with the accumulation fund;
（5） 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 shares of the company 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） Award shares to employees of the company;
（4） 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.
Except for the above circumstances, the company does not carry out the activities of buying and selling the company’s shares.
Article 24 a company may choose one of the following ways to purchase its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 25 Where the company purchases shares of the company due to items (1) to (3) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. After the company purchases the company’s shares in accordance with Article 23, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months.
The shares purchased by the company in accordance with item (3) of Article 23 will not exceed 5% of the total issued shares of the company; The funds used for acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within one 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, general manager and other 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 29 If the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after they buy them, or buy them again within 6 months after they sell them, the benefits derived therefrom shall belong to the company, and the board of directors of the company will recover their benefits. 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 implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to use their own names for the benefit of the company
