Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) articles of Association
(March 2022)
Stock Code: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987)
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope four
Chapter III shares four
Chapter IV shareholders and general meeting of shareholders eight
Chapter V board of Directors twenty-three
Chapter VI general manager and other senior managers thirty-three
Chapter VII board of supervisors thirty-five
Chapter VIII party building work Chapter IX Financial Accounting system, profit distribution and audit 39 Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation Chapter XII amendment of the articles of Association 48 Chapter XIII Supplementary Provisions forty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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), the guidelines for the articles of association of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) and other relevant provisions, Formulate the articles of association.
Article 2 the company was established with Guangzhou Friendship Company as the initiator and targeted fund-raising from the internal employees of the company with the approval of “Sui Gai Gu Zi [19 9 2] No. 14 document” of Guangzhou Economic System Reform Commission; The company was registered in Guangzhou Administration for Industry and Commerce on December 24, 1992 and obtained the business license of enterprise legal person. The unified social credit code of the company is 914401011904817725. Article 3 with the approval of the CSRC, the company issued 60 million RMB common shares to the domestic public for the first time on June 23, 2000, and was listed on the Shenzhen Stock Exchange on July 18, 2000.
Article 4 full registered Chinese name of the company: Guangzhou Yuexiu Financial Holdings Group Co.Ltd(000987) full English name of the company: guangzhouyuexiufinancialholdingsgroupco, LTD.
Article 5 company domicile: unit B, room 6301, No. 5, Zhujiang West Road, Tianhe District, Guangzhou, zip code: 510623.
Article 6 the registered capital of the company is 3716394417 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 their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 according to the articles of association of the Communist Party of China and the provisions of the company law, the company shall establish the organization of the Communist Party of China and play the leading and political core role in the company.
The company shall provide necessary conditions for the activities of the party organization.
Article 11 the company shall protect the legitimate rights and interests of employees according to law, sign labor contracts with employees, participate in social insurance, strengthen labor protection and realize safe production. The employees of the company organize trade unions and carry out trade union activities in accordance with the trade union law of the people’s Republic of China. The company shall provide necessary activity conditions for the trade union.
Article 12 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers. Article 13 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and other managers determined by the board of directors of the company.
Chapter II business purpose and scope
Article 14 the company’s business purpose is to repay shareholders, employees and society. With the mission of “serving the transformation of old and new driving forces of the economy” and the strategic guiding ideology of “seeking progress in stability and keeping high aspirations”, the company will build a financial investment group driven by operation, coordinated by strategy and leading in the region.
Article 15 the business scope of the company: enterprise management and foreign investment with its own funds.
Article 16 we should carry forward the concept of green and innovative corporate governance, and actively implement the spirit of good corporate governance and sharing.
Corporate governance should be sound, effective and transparent, strengthen internal and external supervision and balance, protect the legitimate rights of shareholders and ensure that they are treated fairly, respect the basic rights and interests of stakeholders, and effectively enhance the overall value of the enterprise.
Chapter III shares
Section 1 share issuance
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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 19 the par value of the shares issued by the company shall be indicated in RMB.
Article 20 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 21 the predecessor of the company was Guangzhou Friendship Store, which was established in October 1959. The friendship store expanded its business in 1978 and established Guangzhou Friendship Company. On November 18, 1992, Guangzhou Economic System Reform Commission issued “Sui Gai Gu Zi [1992] No. 14”, which was initiated by Guangzhou Friendship Store Co., Ltd. and established Guangzhou Friendship Store Co., Ltd. by directional fund-raising from internal employees of the company. The company completed its industrial and commercial registration on December 24, 1992 and obtained the business license for enterprise legal person with registration number of 19048177. At the time of establishment, the total share capital of the company was 149421171 yuan.
The total number of shares was changed to 179305405 after the resolution of the company’s general meeting of shareholders in 1997 and the approval of share distribution by Guangzhou Economic System Reform Commission in “Sui Gai Gu Zi [1998] No. 6 document”. With the approval of the document “Zheng Jian FA FA Zi [2000] No. 85” of China Securities Regulatory Commission, the company publicly issued Shanghai Pudong Development Bank Co.Ltd(600000) 00 RMB common shares to the public in Shenzhen Stock Exchange in 2000, and the total number of shares of the company was changed to 239305405 shares.
In 2003, 28560000 employee shares of the company were listed and circulated in Shenzhen Stock Exchange. So far, the total number of shares of the company is 239305405, consisting of 150745405 national shares and 88560000 public shares. After the split share structure reform of the company in 2006, the number of shares held by the state was 124177405, accounting for 51.5% of the total shares of the company 89 % ； The public holds 115128000 shares, accounting for 48.11% of the total shares of the company.
Article 22 the total number of shares of the company is 3716394417, all of which are ordinary shares.
Article 23 the company or its subsidiaries (including subsidiaries of the company) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 24 according to the needs of operation and development, and in accordance with the provisions of laws and administrative 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;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 25 the registered capital of a company may be reduced. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 26 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the 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;
(V) converting shares into convertible corporate bonds issued by listed companies; (VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 27 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Article 28 the company’s acquisition of shares of the company due to items (I) and (II) of Article 26 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases the shares of the company in accordance with the provisions of Article 26, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the securities law and other provisions. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 26 of the articles of association, it shall be conducted through public centralized trading. Section 3 share transfer
Article 29 the shares of the company may be transferred according to law.
Article 30 the company does not accept the shares of the company as the subject matter of the pledge.
Article 31 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 at that time; The shares held by the company shall not be transferred within one year from the 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 32 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities 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, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the CSRC. The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 33 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.
Article 34 when the company holds a 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 35 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold; (II) request, convene, preside over, participate in or appoint shareholders’ agents to participate in shareholders’ meetings according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) 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;
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