Gf Securities Co.Ltd(000776) articles of Association
May 2022
(reviewed and approved by the company’s 2021 annual general meeting of shareholders)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares seven
Section 1 share issuance eight
Section II increase, decrease and repurchase of shares ten
Section III share transfer fourteen
Section IV equity management affairs sixteen
Section V financial assistance for purchasing shares of the company nineteen
Section VI stock and register of shareholders twenty-one
Chapter IV shareholders and general meeting of shareholders twenty-five
Section 1 shareholders twenty-five
Section II general provisions of the general meeting of shareholders thirty-three
Section III convening of the general meeting of shareholders thirty-six
Section IV proposal and notice of the general meeting of shareholders thirty-eight
Section V convening of the general meeting of shareholders forty-two
Section VI voting and resolutions of the general meeting of shareholders forty-seven
Section VII special procedures for voting of class shareholders fifty-four
Chapter V board of Directors fifty-seven
Section 1 Directors fifty-seven
Section 2 independent directors sixty-one
Section III board of Directors sixty-six
Section IV Special Committee of the board of Directors seventy-six
Section V Secretary of the board of Directors eighty-two
Chapter VI general manager and other senior managers eighty-four
Chapter VII board of supervisors eighty-six
Section I supervisors eighty-six
Section II board of supervisors eighty-seven
Chapter VIII compliance management and internal control Chapter IX qualifications and responsibilities of directors, supervisors, general manager and other senior managers of the company
Business ninety-four
Chapter X financial accounting system, profit distribution and audit one hundred and three
Section I financial accounting system one hundred and three
Section II Internal Audit one hundred and eight
Section III appointment of accounting firm one hundred and nine
Chapter XI notices and announcements one hundred and twelve
Section I notice one hundred and twelve
Section II announcement one hundred and fifteen
Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation one hundred and fifteen
Section 1 merger, division, capital increase and capital reduction one hundred and fifteen
Section 2 dissolution and liquidation one hundred and seventeen
Chapter XIII amendment of the articles of Association 121 chapter XIV settlement of disputes 121 Chapter 15 Supplementary Provisions one hundred and twenty-two
Chapter I General Provisions
Article 1 in order to establish the legal status of Gf Securities Co.Ltd(000776) (hereinafter referred to as “the company” or “the company”), standardize the organization and behavior of the company, protect the legitimate rights and interests of the company, shareholders and creditors, and form a good operation mechanism of self-development and self-restraint, according to the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The special provisions of the State Council on overseas share offering and listing of joint stock limited companies (hereinafter referred to as the special provisions), the reply of the State Council on adjusting the notice period applicable to the convening of general meetings of shareholders of overseas listed companies, the necessary provisions of the articles of association of overseas listed companies, the letter on the opinions of Hong Kong listed companies on the supplement and amendment of the articles of association, the standards for the governance of securities companies These articles of association are formulated in accordance with the rules for the listing of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as the Hong Kong Listing Rules), the provisions on the administration of equity of securities companies and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions.
Yanbian Highway Construction Co., Ltd., the predecessor of the company, was established on January 21, 1994 by directional raising in accordance with the reply on the establishment of Yanbian Highway Construction Co., Ltd. (jggpz [1993] No. 52) of Jilin Provincial Economic System Reform Commission; Registered with the Administration for Industry and Commerce of Yanbian Korean Autonomous Prefecture, Jilin Province, and obtained a business license with the registration number of 2224001 Bank Of Ningbo Co.Ltd(002142) . The company was recommended by the State Ethnic Affairs Commission’s min Wei (Jing) han zi [1997] No. 55 reply on Taking Yanbian Highway Construction Co., Ltd. as a listed company recommended by the State Ethnic Affairs Commission. With the approval of China Securities Regulatory Commission on April 29, 1997, the company issued 30 million ordinary shares (domestic shares) to the public for the first time and was listed on Shenzhen Stock Exchange on June 11, 1997.
Approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2010] No. 164 document, Yanbian Highway Construction Co., Ltd. repurchases non tradable shares of the company held by Jilin Aodong Pharmaceutical Group Co.Ltd(000623) and absorbs and merges the original Gf Securities Co.Ltd(000776) . After the repurchase and merger, Yanbian highway construction Co., Ltd. is renamed Gf Securities Co.Ltd(000776) , The Guangdong Provincial Administration for Industry and Commerce issued the business license of enterprise legal person, with the business license number of 22240 Ping An Bank Co.Ltd(000001) 337. On February 12, 2010, the trading of the company’s shares resumed in Shenzhen Stock Exchange.
In March 2015, the company issued 147982280 overseas listed foreign shares (H shares) and was listed on the stock exchange of Hong Kong Limited (hereinafter referred to as “the stock exchange of Hong Kong”) on April 10, 2015 with the approval of CSRC’s zjxk [2015] No. 347 document.
According to the resolution of the company’s second extraordinary general meeting in 2014 and the approval of the CSRC, on April 13, 2015, the joint global coordinators fully exercised the over allotment right, and the company issued 221973400 additional overseas listed foreign shares (H shares), which were listed on the Hong Kong Stock Exchange on April 20, 2015.
Article 3 registered name of the company: Gf Securities Co.Ltd(000776) ;
Full English Name: GF Securities Co., Ltd;
Article 4 domicile of the company: room 618, No. 2, Tengfei 1st Street, Zhongxin Guangzhou Knowledge City, Huangpu District, Guangzhou City, Guangdong Province; Postal Code: 510555;
Tel: + 862087550265, + 862087550565;
Fax: + 862087554163.
Article 5 the registered capital of the company is 7621087664 yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the legal representative of the company shall be the chairman. The legal representative shall exercise the following functions and powers: (I) sign the company’s shares, corporate bonds and other securities;
(II) sign contractual documents and issue other important documents on behalf of the company, and authorize other personnel of the company to sign relevant contractual documents and issue other relevant documents on specific matters;
(III) other functions and powers to be exercised by the legal representative as stipulated by laws and administrative regulations.
Article 8 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 9 the articles of association shall come into force on the date when the overseas listed foreign shares (H shares) issued by the company are listed on the stock exchange of Hong Kong after being adopted by the resolution of the general meeting of shareholders and approved by the China securities regulatory authority. The original articles of association of the company shall automatically become invalid from the effective date of the articles of association.
From the effective date, the articles of association has 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. The above-mentioned persons can put forward claims related to the company’s affairs in accordance with the articles of association. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
The term “Prosecution” as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration. Article 10 the term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, chief financial officer, Secretary of the board of directors, chief compliance officer, chief risk officer, chief information officer, general auditor and other personnel confirmed as holding important positions by the resolution of the board of directors.
Chapter II business purpose and scope
Article 11 the company’s business purpose is to adhere to the principle of socialist market economy, implement the national economic and financial guidelines and policies, and promote the development of the securities market; Operate in compliance, implement the development concept of innovation, coordination, green, openness and sharing, provide high-quality and efficient services for customers, create good economic and social benefits, and actively fulfill social responsibilities. Establish a sound, effective and transparent governance mechanism, strengthen internal and external supervision and balance, protect the legitimate rights of shareholders and ensure that they are treated fairly, respect the basic rights and interests of stakeholders, effectively improve the overall value of the enterprise, and seek the maximum investment income for all shareholders of the company. The company practices the securities industry culture of “compliance, integrity, professionalism and stability” and continues to carry out the construction of corporate culture.
Article 12 after being registered according to law, the business scope of the company: securities brokerage; Securities investment consulting; Financial advisers related to securities trading and securities investment activities; Securities underwriting and recommendation; Self operated securities; Selling securities investment funds on a commission basis; Providing intermediary services for futures companies; Margin trading; Selling financial products on a commission basis; Securities investment fund custody; Stock option market making.
Article 13 to the extent permitted by laws and regulations, the company may invest in other limited liability companies, joint stock limited companies and other institutions, and shall be liable to the extent of the capital contribution.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
The company sets up ordinary shares at any time; Other types of shares may be set up as needed with the approval of the department authorized by the State Council.
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.
Article 16 the shares issued by the company are all shares with par value, with par value of RMB 1 per share.
Article 17 with the approval of the securities regulatory authority under the State Council or other relevant regulatory authorities, the company may issue shares to domestic investors and overseas investors.
The term “overseas investors” as mentioned in the preceding paragraph refers to foreign investors and investors from Hong Kong, Macao and Taiwan who subscribe for the shares issued by the company; Domestic investors refer to investors within the people’s Republic of China who subscribe for shares issued by the company, except for the above-mentioned regions.
Article 18 with the approval of the competent examination and approval department, the total number of ordinary shares approved to be issued at the time of the establishment of the company is 50 million. When the company was founded, 35.6 million ordinary shares were issued to the promoters, accounting for 71.20% of the total number of ordinary shares issued by the company at that time.
The promoters of the company’s predecessor Yanbian Highway Construction Co., Ltd. are Jilin provincial transportation investment and development company, Yanbian Prefecture Transportation Bureau, Hunchun Transportation Bureau, Jilin Provincial Highway Survey and Design Institute, Jilin Provincial Highway Machinery Factory, Jilin provincial transportation cement plant, Yanbian Prefecture highway engineering office and Gongzhuling passenger transport company. Except that Jilin provincial transportation investment and development company invested 2 million yuan in fixed assets and 8 million yuan in currency, Yanbian Transportation Bureau contributed 11 million yuan in fixed assets and Hunchun Transportation Bureau contributed 10 million yuan in fixed assets. Other sponsors’ shares were contributed in currency. The capital contribution was paid in place on March 18, 1993.
Article 19 the total number of shares of the company is 7621087664, all of which are ordinary shares. Among them, domestic shareholders hold 5919291464 shares and overseas listed foreign shareholders hold 1701796200 shares.
Article 20 the shares subscribed in RMB issued by the company to domestic investors are called domestic shares. The shares issued by the company to overseas investors and subscribed in foreign currencies are called foreign shares. Foreign shares listed abroad are called foreign shares listed abroad.
The foreign shares listed on the Hong Kong Stock Exchange issued by the company are referred to as H shares for short.
With the approval of the securities regulatory authority under the State Council, the shareholders of domestic shares of the company may transfer their shares to overseas investors and list them abroad for trading. When the transferred shares are listed and traded in an overseas stock exchange, they shall also abide by the regulatory procedures, regulations and requirements of the overseas stock market. When the transferred shares are listed and traded on an overseas stock exchange, it is not necessary to hold a class shareholders’ meeting to vote.
Article 21 the board of directors of a company may make implementation arrangements for the issuance of overseas listed foreign shares and domestic shares respectively according to the company’s plan approved by the securities regulatory authority under the State Council. The company’s plan to issue overseas listed foreign shares and domestic shares in accordance with the provisions of the preceding paragraph may be implemented separately within 15 months from the date of approval by the securities regulatory authority under the State Council.
Article 22 Where a company issues overseas listed foreign shares and domestic shares respectively within the total number of shares determined in the issuance plan, it shall raise enough shares at one time; Under special circumstances, if it cannot be raised in full at one time, it may also be issued in installments with the approval of the securities regulatory authority under the State Council.
Article 23 the company or its subsidiaries (including the company’s subsidiaries) shall not purchase or sell goods in the form of gifts, advances, guarantees, compensation or loans
