constitution
(on April 28, 2022, it was approved by the board of directors and still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
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 fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI president and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-seven
Section III appointment of accounting firm 38 Chapter IX notices and announcements thirty-eight
Section I notice thirty-eight
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions forty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Midea Group Co.Ltd(000333) (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 by Midea Group Co.Ltd(000333) Co., Ltd. in the form of overall change with the approval of Yue Wai Jing Mao Zi [2012] No. 203 issued by the Department of foreign trade and economic cooperation of Guangdong Province; Registered with the market Safety Supervision Bureau of Shunde District, Foshan City and obtained the business license of enterprise legal person. The registration number of the business license is 440681 Shenzhen Capstone Industrial Co.Ltd(000038) 581.
Article 3 the company was approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on July 29, 2013 and was listed on the Shenzhen Stock Exchange on September 18, 2013 by issuing 686323389 ordinary shares in RMB to other public shareholders of the former Guangdong Midea Electric Appliance Co., Ltd. other than the company.
Article 4 registered name of the company:
Full Chinese Name: Midea Group Co.Ltd(000333)
Midea Group Co., Ltd
Article 5 company domicile: 26th-28th floor, zone B, Midea headquarters building, No. 6, Midea Avenue, Beijiao Town, Shunde District, Foshan City
Postal Code: 528311
Article 6 the registered capital of the company is 6997053441 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, 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 other senior managers mentioned in the articles of association refer to the company’s vice president, chief financial officer, chief talent officer, chief financial officer and Secretary of the board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose: operate in accordance with international practices and standardized joint-stock company mode, give full play to the advantages of joint-stock, diversified, intensive and international group operation with scientific and efficient management, and gradually build an international large-scale enterprise group focusing on household appliance manufacturing and diversified operation, so as to maximize the interests of shareholders and create good social benefits. Article 13 business scope of the company: production and operation of household appliances, motors and their parts; R & D, manufacturing, sales, installation, maintenance and after-sales service of central air conditioning, heating equipment, ventilation equipment, heat pump equipment, lighting equipment, gas equipment, compressor and related general equipment, special equipment, household air conditioning equipment and its parts; Engage in the import, export, wholesale and processing business of household appliances, raw materials and spare parts of household appliances (no shops, no commodities under state-owned trade management, and commodities under quota and license management shall be handled in accordance with national regulations); Information technology services; Provide investment consulting and management services for enterprises; Computer software and hardware development; Installation, maintenance and after-sales service of household appliances; Industrial product design; hotel management; Advertising agency; estate management; Research, development, sales and promotion of engineering and technology required by the enterprise; Investment in the financial sector. (items involving administrative license shall be operated with valid license or approval certificate)
The business scope of the company referred to in the preceding paragraph shall be subject to the items approved by the company registration authority.
The company can adjust its business scope according to the market orientation, the needs of business development and its own ability, and go through the relevant change registration procedures according to the regulations.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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 in the same row, 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Depository. Article 18 the promoters at the time of establishment of the company and the amount of shares subscribed and shareholding ratio are as follows:
Serial no. Name of initiator amount of shares shareholding ratio contribution time (10000 shares)
1 Foshan Shunde Midea investment holding 5985059.85% 201205.29 Co., Ltd
2 Rongrui equity investment (Zhuhai) partnership 1218012.18% May 29, 2012 (limited partnership)
3 Tianjin CDH Jiatai equity investment partnership 3120 3.12% 201205.29 enterprise (limited partnership)
4 Ningbo Meisheng equity investment partnership 3000 3.00% May 29, 2012 (limited partnership)
5 CDH m-tech (HK) Limited 2400 2.40% May 29, 2012 (CDH Mattel (Hong Kong) Limited)
6 CDH spark (HK) Limited (ding2300 2.30% 201205.29 huixuancai (Hong Kong) Co., Ltd.)
7 business talent holdings 1150 1.15% 201205.29 Limited (Jiazhao Holding Co., Ltd.)
8m3 Hongbo 3600 3.60% May 29, 2012
9 Huang Jian 3000 3.00% May 29, 2012
10 yuan Liqun 2400 2.40% May 29, 2012
11 Cai Qiwu 2000 2.00% 201205.29
12 Li Jianwei 2000 2.00% 201205.29
13 Huang Xiaoming 2000 2.00% 201205.29
14 Zheng Weikang 1000 1.00% May 29, 2012
Total – 1 Ping An Bank Co.Ltd(000001) 00.00%——
Article 19 the company is a joint-stock company established by changing the organizational form of Midea Group Co.Ltd(000333) Co., Ltd. as a whole. The audited net assets of Midea Group Co.Ltd(000333) Co., Ltd. as of December 31, 2011 are converted into the total shares of the company at the ratio of 1:0631212 The shareholders of Midea Group Co.Ltd(000333) Co., Ltd. are the promoters of the joint stock company. Article 20 the total number of shares of the company is 6997053441, 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:
(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.
The increase of the registered capital of the company shall be approved in accordance with the provisions of the articles of association and handled in accordance with the procedures specified in relevant laws and regulations. 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 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) 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.
Where the company purchases its shares due to the circumstances specified in items (I) and (II) of the preceding paragraph, it shall be subject to the resolution of the general meeting of shareholders. Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of the preceding paragraph, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases its own shares in accordance with the provisions of the preceding paragraph, 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; In the case of items (3), (5) and (6), 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 provisions of the securities law. Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where a company acquires its own shares under the circumstances specified in items (3), (5) and (6) of Article 24, it shall do so through public centralized trading.
Section III
