Oriental Times Media Corporation(002175) articles of Association
(March 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
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 fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-six
Section III appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement thirty-eight
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation thirty-nine
Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Oriental Times Media Corporation(002175) (hereinafter referred to as the company), shareholders and creditors and standardize the organization and behavior of the company, 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.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established as a limited liability company with the approval of GZH (2001) No. 454 document of the people’s Government of Guangxi Zhuang Autonomous Region; Registered with the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region with business license No. 450070.
Article 3 with the approval of China Securities Regulatory Commission on September 11, 2007, the company issued 14.5 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on October 12, 2007, with a total of 56932192 shares. On May 5, 2008, the 2007 annual general meeting of shareholders of the company deliberated and approved the profit distribution plan of the company in 2007. The capital reserve was converted into 5 shares for every 10 shares, and the total number of shares became 85398288 shares. On May 28, 2013, the company privately issued 32400000 shares to specific investors and was listed on Shenzhen Stock Exchange. After the issuance, the total number of shares of the company was 117798288. On July 8, 2014, the company issued shares to purchase assets and raised matching funds to issue 26305361 new shares; After the issuance of new shares, the total share capital of the company is 144103649 shares. On June 24, 2015, the company implemented and completed the 2014 annual equity distribution plan: Based on the company’s total share capital of 144103649 shares at the end of 2014, the capital reserve was used to increase 6 shares for every 10 shares to all shareholders. The total share capital of the company increased to 230565838 shares. The company’s non-public offering of 59348859000 new shares was listed on Shenzhen Stock Exchange on April 14, 2016. After the completion of the non-public offering, the share capital of the company was changed from 230565838 shares to 289914697 shares. On July 29, 2016, the company implemented and completed the 2015 annual equity distribution plan: Based on the latest total share capital of the company of 289914697 shares, the capital reserve was used to increase 16 shares for every 10 shares to all shareholders. After the completion of the non-public offering, the share capital of the company was changed from 289914697 shares to 753778212 shares. According to the ruling of Guilin intermediate people’s Court of Guangxi Zhuang Autonomous Region on November 30, 2021
According to the approved Oriental Times Media Corporation(002175) reorganization plan, the company implemented the conversion of capital reserve into share capital on December 24, 2021. Based on the original total share capital of 753778212 shares, 69384138 shares were added for every 100 shares, with a total of 523 Jinzi Ham Co.Ltd(002515) shares. After the conversion of capital reserve into share capital in this reorganization, the share capital of the company was increased from 753778212 shares to 1276780727 shares.
Article 4 registered name of the company: Oriental Times Media Corporation(002175)
English Name: Oriental Times Media Corporation
Article 5 domicile of the company: No. 234, Linjiang Road, Qixing District, Guilin City
Postal Code: 541004
Article 6 the registered capital of the company is 1276780727 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 the shares they subscribe for, 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 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 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose: to serve the revitalization of industry, beautiful towns and better life, develop the company into a leading enterprise in China and a world-class enterprise in the industry of industrial operation, park construction, culture, tourism and culture, life service and digital display measuring instruments, build the company into a think tank for urban and rural industrial development, create value for shareholders, create opportunities for employees, create value for customers and create wealth for the society.
Article 14 business scope of the company: general items: organizing cultural and artistic exchange activities; Professional design services; Park management services; Commercial complex management services; Socio economic advisory services; Market Research (excluding foreign-related research); Planning and design management; Engineering management services; Marketing planning; Information consulting services (excluding licensed information consulting services); Municipal facilities management; estate management; Housing lease; Manufacturing of drawing, calculation and measuring instruments; Sales of drawing, calculation and measuring instruments; Sales of electronic measuring instruments; Manufacturing of electronic measuring instruments; Instrument manufacturing; Manufacturing of other general instruments; Sales of intelligent instruments; Intelligent basic manufacturing equipment manufacturing; Sales of intelligent basic manufacturing equipment; Software development; CNC machine tool manufacturing; Technical service, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for the projects that must be approved according to law, the business activities shall be carried out independently according to the business license). Licensed projects: Construction Engineering Design (for the projects that must be approved according to law, the business activities can be carried out only after being approved by the relevant departments. The specific business projects shall be subject to the approval documents or licenses of the 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; The shares subscribed by any unit or individual shall be paid the same price 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.
After the listing of the shares issued by the company is terminated, the shares of the company enter the national share transfer system for small and medium-sized enterprises to continue trading.
Paragraph 2 of this article shall not be modified.
Article 19 the names of the promoters of the company, the number of shares they have subscribed for, the way and time of their respective capital contributions are as follows:
Number of shares subscribed
Name or name of sponsor contribution method contribution time
(shares)
Peng Peng 13 Guangdong Chaohua Technology Co.Ltd(002288) net assets October 28, 2001
Wufengshan 1884000 net assets October 28, 2001
Zhou Wei – net assets October 28, 2001
Huang Di 5233920 net assets October 28, 2001
Liu Suping 2883196 net assets October 28, 2001
Liang Yahui 1937056 net assets October 28, 2001
Su Youxi 1921728 net assets 200110-28
Li Xiaodong 2381376 net assets October 28, 2001
Wu Jiyue 1568000 net assets October 28, 2001
Shi Rui 2120628 net assets October 28, 2001
Article 20 the total number of shares of the company is 1276780727, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including its subsidiaries) 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 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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 stipulated 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:
（1） 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 the 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） 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 25 the company may acquire its own shares
