Xj Electric Co.Ltd(000400) articles of Association
(reviewed and revised by the company's first extraordinary general meeting in 2022 on January 6, 2022) January 2022
catalogue
Chapter I General Provisions- 1 -
Chapter II business purpose and scope- 1 -
Chapter III shares- 2 -
Section 1 issuance of shares- 2 -
Section II increase, decrease and repurchase of shares- 2 -
Section III share transfer- 3 -
Chapter IV shareholders and general meeting of shareholders- 4 -
Section 1 shareholders- 4 -
Section II general provisions of the general meeting of shareholders- 5 -
Section III convening of the general meeting of shareholders- 7 -
Section IV proposal and notice of the general meeting of shareholders- 7 -
Section V convening of the general meeting of shareholders- 8 -
Section VI voting and resolutions of the general meeting of shareholders- 10 -
Chapter V Party Committee- 13 -
Chapter VI board of Directors- 13 -
Section 1 Directors- 13 -
Section II board of Directors- 15 -
Chapter VII general manager and other senior managers- 17 -
Chapter VIII board of supervisors- 18 -
Section I supervisors- 18 -
Section II board of supervisors- 19 -
Chapter IX Financial Accounting system, profit distribution and audit- 20 -
Section I financial accounting system- 20 -
Section II Internal Audit- 21 -
Section III appointment of accounting firm- 21 -
Chapter X notice and announcement- 22 -
Section I notice- 22 -
Section 2 Announcement- 22 -
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation- 23 -
Section 1 merger, division, capital increase and capital reduction- 23 -
Section 2 dissolution and liquidation- 23 -
Chapter XII amendment of the articles of Association- 24 -
Chapter XIII Supplementary Provisions- 25 -
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Xj Electric Co.Ltd(000400) (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, the articles of association of the Communist Party of China (hereinafter referred to as the "party constitution") and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions. The company was established by directional raising with the approval of Henan Economic System Reform Commission ytgz [1993] No. 28; Registered with Henan Administration for Industry and Commerce and obtained a business license. The unified social credit code of the business license is 9141000174273201l.
Article 3 with the approval of China Securities Regulatory Commission on March 24, 1997, the company issued 50 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on April 18, 1997.
Article 4 registered name of the company: Xj Electric Co.Ltd(000400) (Chinese)
Xuji Electric Co., Ltd. (English)
Article 5 company domicile: No. 1298, Xuji Avenue, Xuchang City, Henan Province
Postal Code: 461000
Article 6 the registered capital of the company is RMB 1008327309.
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 company shall establish the organization of the Communist Party of China in accordance with the provisions of the party constitution, and the Party committee shall play a leading role and ensure the direction, overall situation and implementation. The company shall establish the party's working organization, allocate a sufficient number of party affairs staff and ensure the work 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.
Article 12 other senior managers mentioned in the articles of association refer to the company's deputy general manager, Secretary of the board of directors, financial director, chief economist and chief engineer.
Chapter II business purpose and scope
Article 13 the company's business purpose is to take the market as the guidance, take improving economic benefits as the center, take scientific management as the goal, adhere to deepening reform, accelerate scientific and technological progress, give full play to the initiative, enthusiasm and creativity of all employees, optimize product structure, strive to pursue the maximum benefits of asset operation, and improve the competitiveness of the company's products outside China, Create satisfactory economic returns for all shareholders of the company.
Article 14 registered according to law, the business scope of the company: production and operation of power grid dispatching automation equipment, distribution network automation, substation automation, power station automation, railway power supply automation, power grid safety and stability control equipment, power management information system and power market technical support system; Relay protection and automatic control device, relay, electric energy metering equipment, intelligent instrument, switch and switch cabinet, ring network cabinet, cable branch box, power supply equipment, intelligent charging and exchange equipment and services, new energy grid connection and power generation equipment, energy storage system, DC transmission converter valve and high-power power power electronic equipment, DC field equipment, power communication equipment, transformer and reactor, Arc suppression coil, transformer, box type substation, special operation Siasun Robot&Automation Co.Ltd(300024) , UAV, fire fighting equipment, automation equipment of underground coal mine power supply system and other electromechanical products (excluding automobiles); Engaged in information system integration and service, project construction, installation, maintenance, test and project contracting; Power technology services; Undertake the export business of mechanical and electrical products, complete sets of equipment and related technologies produced by the enterprise, import business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the enterprise's production and scientific research institutes, and production and operation of low-voltage electrical appliances; Electronic machining; Power equipment leasing; House leasing; Design, manufacturing, sales, leasing and related services of various aerial work vehicles, special work vehicles and related parts; Power engineering consulting; Engineering investigation; Power engineering design and engineering contracting; Engineering design and professional contracting of fire-fighting facilities. (if a licensed business project is involved, it can be operated only with the permission of relevant departments).
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 in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the initiator of the company is Xuchang relay factory, which subscribed 66.6 million shares with physical assets on February 2, 1993.
Article 20 the total number of shares of the company is 1008327309, and the capital structure of the company is 1008327309 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 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 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） 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 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 25 a 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 items (3), (5) and (6) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders. Where the company's shares are purchased due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors may be adopted in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to 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 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 3 years.
Section 3 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 purchased, or under other circumstances specified by the securities regulatory authority under the State Council, the time limit for selling the shares is not subject to six months.
The shares held by directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph include shares held by their spouses, parents and children and by using the accounts of others.
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 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 the same kind of shares shall enjoy the same rights and bear the same responsibilities
