Guangzhou Zhiguang Electric Co.Ltd(002169)
GUANGZHOU ZHIGUANG ELECTRIC CO.,LTD.
Articles of Association
(revised in April 2022)
April, 2002
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope four
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty
Section 1 Directors twenty
Section II board of Directors twenty-three
Chapter VI president and other senior managers twenty-eight
Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors thirty
Chapter VIII Financial Accounting system, profit distribution and audit thirty-two
Section I financial accounting system thirty-two
Section II Internal Audit thirty-five
Section III appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement thirty-seven
Chapter X 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 XI amendment of the articles of Association thirty-nine
Chapter XII Supplementary Provisions forty
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, revised in 2019), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) The articles of association are formulated in accordance with the guidelines for the articles of association of listed companies (revised in 2022) and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) that has been changed and established in accordance with the company law and other relevant provisions. The company is registered with Guangzhou market supervision and Administration Bureau and has obtained the business license of enterprise legal person. The unified social credit code is 9140101714276826m.
Article 3 with the approval of China Securities Regulatory Commission on August 29, 2007, the company issued 18 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on September 19, 2007.
On September 13, 2010, with the approval of China Securities Regulatory Commission, the company issued RMB 11856250 ordinary shares to specific investors who met the relevant requirements, and was listed on Shenzhen Stock Exchange on November 5, 2010.
On October 8, 2015, with the approval of China Securities Regulatory Commission, the company issued 49639007 ordinary shares of RMB to specific investors who met the relevant requirements, and was listed on Shenzhen Stock Exchange on November 23, 2015.
On August 9, 2016, with the approval of the China Securities Regulatory Commission, the company issued 77784615 ordinary shares of RMB to specific investors who met the relevant requirements. After going through the share registration, the company was listed in accordance with the time specified by the Shenzhen Stock Exchange.
Article 4 registered name of the company:
[Chinese] Guangzhou Zhiguang Electric Co.Ltd(002169)
[English] Guangzhou Zhiguang Electric Co., Ltd
Article 5 address of the company: No. 51, Nanpu Road, YUNPU Industrial Zone, Huangpu District, Guangzhou.
Article 6 the registered capital of the company is RMB 787799400.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or President shall act as the legal representative of the company and be registered according to law. Where the legal representative of a company changes, it shall go through the change registration.
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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, Secretary of the board of directors, financial director and other personnel selected and employed by the board of directors according to the business needs 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 business purpose of the company: to seek the best interests for the shareholders of the company in accordance with national laws, regulations and other relevant provisions and the principles of good faith and diligence; Take the national energy reform as the development opportunity, focus on comprehensive energy technology, power electronics technology, digital technology and application, focus on the large-scale development of energy storage, and continuously enhance the key businesses of new power system; Through technological innovation, service innovation, business model innovation and capital operation, build a multi-level operation structure and open business platform, and build a leading digital energy technology and comprehensive energy service provider in the new development concept of double carbon.
Article 14 after being registered according to law, the business scope of the company:
Manufacturing of power electronic components; Manufacturing of industrial automatic control system devices; Manufacturing of electrical instruments and meters; Sales of electrical and mechanical equipment; Research and development of electronics, communication and automatic control technology; Power electronic technology services; Computer technology development and technical services; Mechanical and electrical equipment installation services; Import and export of goods (except for goods exclusively controlled by franchises); Technology import and export; Wholesale of electronic products; Retail of electronic products; Computer wholesale; Computer retail.
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.
Article 19 the number of shares subscribed by the promoters of the company is as follows:
Name of shareholder (name) number of shares held (10000 shares)
Guangzhou Jinyu Industrial Investment Group Co., Ltd. 25050664
Guangzhou YUENENG Electric Power Technology Development Co., Ltd. 3535216
Rui Dongyang 231.42
Liu Yong 185136
Korean 185136
Yang Xu 138852
Jiang Xinyu 138852
Wang Weihong 138852
Zhou Liangcai 1097592
Xu Jianqiao 1062328
Zhang Dongjin 674424
Lu Guoqing 581856
Beam square 577448
Hu Yulan 39.672
Zhao Hong 30.856
Chen Rui 224808
Shibaozhuang 19.836
He Yanhe 189544
The promoters of the company made capital contributions in the form of shareholders’ equity subscription on December 21, 2005.
Article 20 the total number of shares of the company is 787799400 shares, all of which are 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 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:
(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 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 a company may not purchase its own shares, 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) 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 25 the company may purchase its own shares in the following ways:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 24 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 paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors 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, 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 six months. The company acquired the company in accordance with item (III), (V) and (VI) of paragraph 1 of Article 24
