Guangxi Liugong Machinery Co.Ltd(000528)
constitution
May, 2002
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 four
Section III share transfer five
Chapter IV Party Committee Chapter V shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders eighteen
Section VI voting and resolutions of the general meeting of shareholders twenty-one
Chapter VI board of Directors twenty-six
Section 1 Directors twenty-six
Section 2 independent directors thirty
Section III board of Directors thirty-four
Chapter VII CEO and other senior managers Chapter VIII board of supervisors fifty
Section I supervisors fifty
Section II board of supervisors fifty-one
Chapter IX democratic management of employees and labor and personnel system Chapter X financial accounting system, profit distribution and audit fifty-two
Section I financial accounting system fifty-two
Section II Internal Audit fifty-seven
Section III appointment of accounting firm fifty-eight
Chapter XI notice, announcement, information disclosure and Investor Relations Management fifty-eight
Section I notice fifty-eight
Section II announcement fifty-nine
Section III Information Disclosure fifty-nine
Section IV investor relations management sixty
Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation sixty-one
Section 1 merger, division, capital increase and capital reduction sixty-one
Section 2 dissolution and liquidation sixty-two
Chapter XIII amendment of the articles of Association 63 chapter XIV Supplementary Provisions sixty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “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”), the trade union law of the people’s Republic of China and other relevant laws, regulations and rules Normative documents and in combination with the actual situation of the company, formulate Guangxi Liugong Machinery Co.Ltd(000528) articles of Association (hereinafter referred to as “the articles of association” and “the articles of association”).
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions and approved by the people’s Government of Guangxi Zhuang Autonomous Region in GZH [1993] No. 52 document.
The company was established by means of social offering with the approval of the economic system reform commission of Guangxi Zhuang Autonomous Region (gtgg GZ [1993] No. 92) and the people’s Government of Guangxi Zhuang Autonomous Region (GZH [1993] No. 52) and the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Zhengjian FA Shen Zi [1993] No. 30; On November 8, 1993, the company registered with Liuzhou Administration for Industry and Commerce and obtained a business license with the business license number of 19858159. Later, according to relevant national regulations, the company registered with the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region and obtained a business license with the business license number of: (enterprise) 45 Shenzhen Ecobeauty Co.Ltd(000010) 00866. On February 26, 2008, the company changed its registration with Liuzhou Administration for Industry and commerce according to the requirements of the notice of no2277 of the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region, and the business license and registration number were changed accordingly. On August 9, 2016, the company’s business license, organization code certificate and tax registration certificate completed the “three in one”, and the unified social credit code of the merged company is 9145020198229141f.
Article 3 from October 15 to October 31, 1993, with the approval of the CSRC, the company issued 50 million RMB common shares (all domestic shares) to the public for the first time, including 5 million internal employee shares. 45 million public shares were listed on the Shenzhen Stock Exchange on November 18, 1993.
Article 4 registered name of the company: Guangxi Liugong Machinery Co.Ltd(000528) .
Full English Name: Guangxi Liugong Machine Co., Ltd
Article 5 company domicile: No. 1, LiuTai Road, Liuzhou City, Guangxi Zhuang Autonomous Region, postal code: 545007.
Article 6 the registered capital of the company is RMB one billion nine hundred fifty-five million nineteen thousand nine hundred and ninety-one (1955019991).
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 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.
The articles of association are legally binding on the company, shareholders, directors, supervisors and senior managers.
According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, CEO, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, CEO, general manager and other senior managers.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the chief executive officer (CEO), President, senior vice president, vice president, financial director, Secretary of the board of directors and other personnel recognized by the board of directors.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to use social funds to develop production, give full play to the existing economic and technological advantages, explore Chinese and international markets, develop in a diversified and all-round way, provide marketable construction machinery products and other services for the society, and make all shareholders obtain satisfactory return on investment.
Article 13 after being registered according to law, the business scope of the company is: research and development of mechanical equipment; Machinery manufacturing for construction engineering; Sales of construction machinery; General equipment manufacturing (excluding special equipment manufacturing); General equipment repair; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Repair of special equipment; Mining machinery manufacturing; Sales of mining machinery; Manufacturing of forestry and wood and bamboo cutting machinery; Agricultural machinery manufacturing; Agricultural machinery services; Agricultural machinery sales; Agricultural machinery leasing; Sales of agricultural, forestry, animal husbandry and fishery machinery accessories; Manufacturing of agricultural, forestry, animal husbandry and fishery machinery accessories; Manufacturing of machinery specialized in agriculture, forestry, animal husbandry, sideline and fishery; Installation and maintenance of machinery specialized in agriculture, forestry, animal husbandry, sideline and fishery; Sales of agricultural, forestry, animal husbandry, sideline and fishery professional machinery; Gas compression machinery manufacturing, gas compression machinery sales; Tractor manufacturing; General parts manufacturing; Ferrous metal casting; Non ferrous metal casting; Sales of mechanical parts and components; Machining of mechanical parts and components; Sales of mechanical equipment; Forestry machinery services; Manufacturing of gears, gear reducers and gearboxes; Sales of gears, gear reducers and gearboxes; Manufacturing of bearings, gears and transmission parts; Sales of gears, gear reducers and gearboxes; Sales of bearings, gears and transmission parts; Sales of hydraulic power machinery and components; Sales of forestry and wood and bamboo cutting machinery; Motor manufacturing; ★ production of road motor vehicles; ★ manufacturing of special equipment; ★ installation, transformation and repair of special equipment; ★ special equipment design; Sales of special equipment; Material handling equipment manufacturing; Material handling equipment sales; Manufacturing of special equipment for environmental protection; Sales of special equipment for environmental protection; Loading, unloading and handling; Manufacturing of auto parts and accessories; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Industrial Siasun Robot&Automation Co.Ltd(300024) sales; Special operation Siasun Robot&Automation Co.Ltd(300024) manufacturing; Application system integration services in artificial intelligence industry; Information system integration service; Research and development of Internet of things technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Safety technical training for special operation personnel; Manufacturing of navigation terminal; Navigation terminal sales; Industrial Internet data service; Internet data services; Information system integration service; Engineering and technical research and test development; Inspection and testing services; Information technology consulting services; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Labor services (excluding labor dispatch); Non residential real estate leasing; Wholesale of auto parts; Wholesale of hardware products; Retail of hardware products; Instrument sales; Internet sales of food (only pre packaged food is sold); food sales (only pre packaged food is sold); Lubricating oil sales; Sales of electrical equipment; ★ import and export of goods; ★ technology import and export; Leasing services (excluding licensed leasing services); Leasing of construction machinery and equipment; Rental of special equipment; Mechanical equipment leasing; Charging pile sales; Sales of intelligent power transmission and distribution and control equipment; Internet sales (except sales of goods requiring license).
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 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.
The company may issue preferred shares and buy back shares in accordance with the relevant provisions of the measures for the administration of pilot preferred shares, the measures for the administration of the acquisition of listed companies and the articles of association of the CSRC.
Article 16 the par value of the shares issued by the company is one yuan per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 the initiator of the company is the former Liuzhou Construction Machinery Factory (cancelled), subscribing 150 million shares (state-owned shares) and contributing with the assessed net operating assets. The contribution time is June 1993.
Article 19 the total number of shares of the company is 1955019991, all of which are ordinary shares.
Article 20 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 21 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) placing new shares to existing shareholders;
(V) increase the share capital with the accumulation fund;
(VI) other methods stipulated by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is 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 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases the shares of the company due to items (III), (V) and (VI) of Article 23 of the articles of association, the resolution of the board of directors attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with Article 23, if it falls under 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 6 months; In the case of items (III), (V) and (VI), the total shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
