Foshan Electrical And Lighting Co.Ltd(000541)
Articles of Association
(reviewed and adopted at the 29th meeting of the 9th board of directors)
Foshan Electrical And Lighting Co.Ltd(000541) articles of Association
catalogue
Chapter I General Provisions one
Chapter II business purpose and scope two
Chapter III Party Building three
Chapter IV shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
Chapter V shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter VI board of Directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-five
Chapter VII managers and other senior managers twenty-nine
Chapter VIII board of supervisors thirty
Section I supervisors thirty
Section II board of supervisors thirty-one
Chapter IX Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-five
Section III appointment of accounting firm thirty-five
Chapter X notice and announcement thirty-six
Section I notice thirty-six
Section II announcement thirty-seven
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation thirty-eight
Chapter XII amendment of the articles of Association forty
Chapter XIII Supplementary Provisions forty-one
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, these 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 law of the people’s Republic of China on Chinese foreign equity joint ventures, the articles of association of the Communist Party of China and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as the “company”) established in accordance with the procedures for the establishment of Guangdong joint stock limited company and other relevant provisions.
The company was established by directional raising with the approval of the joint review group of the joint stock system pilot of enterprises in Guangdong Province and the reply on Approving the establishment of Foshan Electrical And Lighting Co.Ltd(000541) issued by the economic system reform commission of Guangdong Province; Registered with Guangdong Administration for Industry and Commerce and obtained a business license. Business license No.: 44 Tunghsu Azure Renewable Energy Co.Ltd(000040) 0010049.
Article 3 the company issued 19.3 million RMB ordinary shares to the public for the first time with the approval of China Securities Regulatory Commission on September 3, 1993. Listed on Shenzhen Stock Exchange on November 23, 1993; The company issued 50 million domestic listed foreign shares subscribed in Hong Kong dollars and listed in China to overseas investors, which were listed on Shenzhen Stock Exchange on August 8, 1995.
Article 4 registered name of the company: Foshan Electrical And Lighting Co.Ltd(000541)
Foshan Electrical and Lighting Co.,Ltd.
Article 5 domicile of the company: No. 64, Fenjiang North Road, Chancheng District, Foshan City, Guangdong Province
Postal Code: 528000
Article 6 the registered capital of the company is 1361994647 yuan.
When the total registered capital is changed due to the increase or decrease of the company’s registered capital approved by the general meeting of shareholders, the board of directors shall be authorized to go through the registration procedures for the change of registered capital.
Article 7 the business term of the company is a joint stock limited company with permanent existence.
Article 8 the chairman or 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 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 company law, the company establishes the organization of the Communist Party of China and plays the leading and political core role in the company. The company establishes the working organization of the party and is equipped with a certain number of full-time party affairs staff. The setting and staffing of the party organization are included in the management organization and staffing of the company. The working funds of the party organization are included in the company’s budget and disbursed from the company’s management fees.
Article 11 the company shall protect the legitimate rights and interests of employees, sign labor contracts with employees according to law, participate in social insurance, strengthen labor protection and realize safe production. The company establishes a trade union organization and carries out trade union activities in accordance with the trade union law of the people’s Republic of China.
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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, managers and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, managers and other senior managers of the company in accordance with the articles of association.
Article 13 The term “other senior managers” as mentioned in the articles of association refers to the deputy manager, financial principal, Secretary of the board of directors and other personnel confirmed by the board of directors of the company.
Chapter II business purpose and scope
Article 14 the business purpose of the company is to carry forward the enterprise spirit of unity, innovation, progress and dedication, enhance the vitality of the enterprise, adhere to the rule of law, continue to promote compliance management, improve the level of compliance management, promote the sustainable and stable development of the enterprise to a diversified, international and modern large enterprise, create more wealth for the society and the enterprise, and protect the legitimate rights and interests of all shareholders.
Article 15 with the approval of the company registration authority, the business scope of the company is: research, development and production of electric light source products, electric light source equipment, supporting devices of electric light source, raw materials of electric light source, lamps and accessories, electrical materials, motor vehicle accessories, communication equipment, household appliances, intelligent household products, electrical switches, sockets, wires, cables, weak current materials, trunking, conduit, LED products, lithium-ion batteries and their materials Fire fighting products, ventilation and ventilation equipment, water supply and drainage building decoration materials and plumbing pipe parts, sanitary ware and accessories, household kitchen appliances, furniture, hardware tools, hardware equipment, drinking water filters, air purifiers, decorative items, craft gifts and daily necessities, and sell the above products in markets outside China; Undertake, design and construction: urban and road lighting projects, lighting landscape lighting projects; Lighting appliance installation service; Development, sales and maintenance of computer software and hardware; Contract energy management; Relevant engineering consulting services. (subject to the approval of the registration authority) Chapter III Party Building
Article 16 the Party committee of the company shall be established with the approval of the superior party organization according to the management authority. The Party committee plays a leading and political core role in the company, undertakes the responsibility of strictly managing the party, implementing the main responsibility of building a clean and honest government, is responsible for ensuring and supervising the implementation of the principles and policies of the party and the state in the company, pre studying and discussing major issues of the enterprise, adhering to and improving the leadership system of two-way entry and cross appointment, strengthening the supervision of enterprise leaders, and leading the ideological and political work, spiritual civilization construction and trade unions The Communist Youth League and other mass organizations. The company sets up a Discipline Inspection Commission, which implements the supervision responsibility for the construction of Party style and clean government, and performs the party’s responsibilities of discipline review and discipline supervision. The Party committee has one party secretary, one to two deputy party secretaries, one secretary of the Discipline Inspection Commission and several other party committee members. The appointment and removal of the party secretary and other party committee members shall be carried out in accordance with the relevant provisions of the party.
Article 17 in implementing the collective leadership system, the Party committee shall follow the following principles in its work:
(I) adhere to the party’s leadership and ensure the implementation of the party’s theory, line, principles and policies;
(II) adhere to the strict administration of the party in an all-round way, carry out work in accordance with the party constitution and other inner-party laws and regulations, and implement the responsibility of the Party Committee for managing the party;
(III) adhere to democratic centralism and ensure the vitality of the Party committee and the unity of the party;
(IV) adhere to the Party committee’s role as the core of leadership and politics, and translate the party’s ideas into the decisions of the board of directors or the management through legal and democratic procedures.
Article 18 the Party committee shall discuss and decide the following matters:
(I) study the party’s line, principles and policies, national laws and regulations, and the spirit of important meetings, documents, decisions, resolutions and instructions of higher-level party committees and governments, and study and implement measures;
(II) study and decide to strengthen and improve the party’s ideology, organization, work style, anti-corruption and system construction;
(III) improve the selection and employment mechanism to meet the requirements of modern enterprise system and market needs, participate in the investigation and recommendation of candidates, and build a team of high-quality managers and talents;
(IV) study and decide on the important work, important documents and important instructions deployed in the name of the Party committee, and examine and approve the important matters proposed and agreed by the party organizations of subordinate enterprises;
(V) study and decide on the work plan and important matters of the Party committee at the grass-roots level;
(VI) study and decide on the construction of Party style and clean government and anti-corruption work, and implement the main responsibility for the construction of Party style and clean government; (VII) study and put forward major issues in the construction of the company’s workforce, spiritual civilization, enterprise culture and maintaining harmony and stability;
(VIII) other matters to be studied and decided by the Party committee.
Article 19 the Party committee shall study and discuss the following matters:
(I) the company’s development strategy and medium and long-term development plan;
(II) the company’s production and operation policy;
(III) formulation and modification of important reform plans of the company;
(IV) the merger, division, change and dissolution of the company, the establishment and adjustment of internal management organization, and the establishment and cancellation of subordinate enterprises;
(V) draft articles of association and amendment plan of articles of association of the company;
(VI) selection, assessment, salary, management and supervision of senior management personnel of the company;
(VII) major matters related to the vital interests of employees submitted to the employee congress for discussion;
(VIII) important measures taken by the company in terms of safety production, maintaining stability and other aspects related to corporate political responsibility and social responsibility;
(IX) other “three important and one major” issues that the board of directors and the management team believe should be submitted to the Party Committee for discussion. Article 20 the Party committee shall formulate special rules of procedure and relevant supporting work systems to ensure scientific decision-making, efficient operation and full performance of duties.
Chapter IV shares
Section 1 share issuance
Article 21 the shares of the company shall be in the form of shares.
Article 22 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 23 the par value of the shares issued by the company shall be indicated in RMB.
Article 24 the shares issued by the company shall be centrally deposited in China Securities Depository and Clearing Co., Ltd.
Article 25 the promoters of the company are Foshan Electric lighting company, Foshan Poyang printing industry company and Nanhai Wuzhuang color glazed brick factory.
Article 26 the capital structure of the company is as follows: the total number of ordinary shares is 1361994647, including 1058321409 ordinary shares in RMB and 303673238 foreign shares listed in China.
Article 27 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 28 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 issuance 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 29 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 30 under the following circumstances
