Gree Real Estate Co.Ltd(600185)
constitution
(Revised Version)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders
Section I General Provisions
Section II Rights and obligations of shareholders
Section 3 controlling shareholders and actual controllers
Section IV connected transactions Chapter V general meeting of shareholders
Section I General Provisions
Section II annual general meeting of shareholders
Section III extraordinary general meeting
Section IV convening of the general meeting of shareholders
Section V notice of shareholders’ meeting
Section VI proposal of the general meeting of shareholders
Section VII convening of shareholders’ meeting
Section VIII voting procedures of the general meeting of shareholders
Section IX resolutions of the general meeting of shareholders
Section 10 election procedures of directors and supervisors
Section Xi minutes of shareholders’ meeting Chapter VI directors and the board of directors
Section 1 directors
Section 2 independent directors
Section III board of directors
Section IV Secretary of the board of directors
Section V special committees of the board of directors
Section VI authorization of the board of directors to the chairman Chapter VII supervisors and the board of supervisors
Section I supervisors
Section II board of supervisors Chapter VIII president and other senior managers Chapter IX performance evaluation and incentive and restraint mechanism
Section I performance evaluation of directors, supervisors and President
Section 2 president’s incentive and restraint mechanism Chapter 10 convertible corporate bonds Chapter 11 financial accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter XII notice and announcement
Section I notice
Section 2 announcement Chapter 13 stakeholders Chapter 14 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter 15 party organization Chapter 16 amendment to the articles of Association chapter 17 supplementary provisions Annex I: rules of procedure of the general meeting of shareholders Annex II: rules of procedure of the board of directors Annex III: rules of procedure of the board of supervisors
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”), the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions in order to safeguard the legitimate rights and interests of the company, its 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 company law and other relevant provisions. The company was changed from Xi’an Kaizhuo industry and Trade Co., Ltd. to a joint stock limited company with the approval of Shi Shi Han [1998] No. 33 document of Xi’an Municipal People’s government. It was registered with Xi’an Administration for Industry and Commerce and obtained a business license with the business license number of 6101011120295.
Article 3 the company issued 68 million RMB ordinary shares to the public for the first time with the approval of China Securities Regulatory Commission on May 26, 1999. All domestic shares subscribed by domestic investors in RMB. It was listed on Shanghai Stock Exchange on June 11, 1999.
Article 4 registered name of the company: Chinese: Gree Real Estate Co.Ltd(600185)
English: Green Real Estate Co., Ltd
Article 5 company domicile: Office 2103, No. 3000, Huandao East Road, Hengqin new area, Zhuhai
Postal Code: 519000
Article 6 the registered capital of the company is RMB 1885005795.
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 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 the rights and obligations between shareholders and shareholders. Shareholders can sue the company’s directors, supervisors, President and other senior managers, shareholders can sue the company, and the company can sue shareholders, directors, supervisors President and other senior management. Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish the organization of the Communist Party of China, establish the working organization of the party, allocate party affairs staff and carry out party activities. The establishment and staffing of the party organization shall be incorporated into the company’s management organization and staffing, and the work funds of the party organization shall be incorporated into the company’s budget and disbursed from the company’s management fees.
Chapter II business purpose and scope
Article 13 business purpose of the company: constantly explore the business model suitable for the development of the enterprise, give full play to its own advantages, adopt scientific management methods and modern enterprise ideas to enable the company to develop continuously, establish and improve the enterprise management system, obtain good economic and social benefits, and enable shareholders to have a satisfactory return on investment.
Article 14 the business scope of the company (subject to the change registration approved by the industrial and commercial authority): industrial investment, asset management, real estate development and operation, property management, China Trade (except special provisions), wholesale and retail of building materials, purchase and sale on a commission basis.
The company may adjust its business scope and mode of operation according to its own development ability and business needs, and set up branches and offices at home and abroad in accordance with the provisions of relevant laws and regulations.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 all shares issued by the company are ordinary shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, with the same rights and interests for the same shares.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 a domestic stock depository and Clearing Company Limited registered in Shanghai.
Article 20 the total number of ordinary shares approved to be issued by the company is 198 million. At the time of establishment, the company issued 130 million shares to the legal shareholders Xi’an starfish technology industry (Group) company, Beijing Fukang foreign trade company, Xi’an Aircraft Industry (Group) Co., Ltd., Shaanxi technological progress investment Co., Ltd., Xi’an Haihui computer company, Xi’an Collaborative Software Co., Ltd. and Xi’an Jiaotong University, Accounting for 65.66% of the total number of ordinary shares issued when the company was established.
On September 18, 2008, with the approval of China Securities Regulatory Commission, the company and Zhuhai Gree Group Co., Ltd. carried out major asset restructuring through asset replacement and non-public offering. On September 1, 2009, the company issued 240 million non-public shares to Zhuhai Gree Group Co., Ltd.
Article 21 the total number of shares of the company is 1885005795, and the current capital structure of the company is 1885005795 ordinary shares.
Article 22 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 23 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;
(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 24 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 25 under the following circumstances, the company may buy back its shares after passing the procedures specified in the articles of association and reporting to the relevant competent authorities of the state for approval:
(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) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division made by the general meeting of shareholders;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 26 the company may repurchase shares in one of the following ways:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 25 of the articles of association, if it belongs to the situation in 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 six 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 the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 during their term of office, directors, supervisors, President and other senior managers shall regularly report to the company the shares of the company they hold (including newly increased shares due to the distribution of share dividends, conversion of reserve funds into share capital, conversion of convertible corporate bonds, purchase and inheritance) and their changes; During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; 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 person holding the above shares of the company shall not transfer them within 6 months after his resignation.
Article 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares 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 the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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
Section I General Provisions
Article 32 The shareholders of the company are those who hold the shares of the company according to law.
Article 33 the register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
Article 34 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority.
Article 35 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.
Section II Rights and obligations of shareholders
Article 36 shareholders enjoy rights and undertake obligations in accordance with laws, regulations and the articles of association.
The articles of association, resolutions of the general meeting of shareholders or resolutions of the board of directors shall comply with the law, and shall not deprive or restrict the legal rights of shareholders.
Article 37 shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding the same kind of shares enjoy the same rights and undertake the same obligations.
The company shall protect the rights of shareholders according to law and pay attention to protecting the legitimate rights and interests of minority shareholders.
Article 38 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 a shareholder’s agent to participate in the shareholders’ meeting according to law; (III) exercise voting rights in accordance with the shares they hold;
(IV) supervise the operation of the company and put forward suggestions or questions;
(V) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(VI) 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;
(VII) 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
