Guangdong Mingzhu Group Co.Ltd(600382)
constitution
(revised in January 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope four
Chapter III shares four
Section 1 issuance of shares four
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 eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders eleven
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors seventeen
Section 1 general provisions for Directors seventeen
Section 2 independent directors nineteen
Section III board of Directors twenty-three
Section 4 special committees of the board of Directors Chapter VI president and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-nine
Section II board of supervisors 29 Chapter VIII performance evaluation and incentive and restraint mechanism thirty
Section I performance evaluation of directors, supervisors and senior managers thirty
Section II incentive and restraint mechanism of senior managers thirty
Chapter IX Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-four
Section III appointment of accounting firm 34 Chapter X notices and announcements thirty-four
Section I notice thirty-four
Section 2 Announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-five
Section 1 merger, division, capital increase and capital reduction thirty-five
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 37 Chapter XIII Supplementary Provisions thirty-seven
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions.
The company was established by directional public offering with the approval of Guangdong Economic System Reform Commission in Yue Gu Shen [1993] No. 61 and Yue Ti Gai [1994] No. 66; Registered with Guangdong Administration for Industry and Commerce and obtained a business license. The business license number is 440000131. According to the spirit of the notice of Guangdong Administration for Industry and Commerce on adjusting the jurisdiction of enterprise registration on September 17, 2010, the company changed its registration in Meizhou Administration for Industry and Commerce on November 18, 2010, with the business license number of 440000000023440.
According to the notice of the State Council on the standardization of former limited liability companies and joint stock limited companies in accordance with the company law of the people’s Republic of China (GF [1995] No. 17), the company has standardized in accordance with the company law and fulfilled the re registration procedures in accordance with the law.
Article 3 with the approval of the China Securities Regulatory Commission on December 28, 2000, the company issued 60 million RMB common shares to the public for the first time and was listed on the Shanghai Stock Exchange on January 18, 2001.
Article 4 registered name of the company
Chinese Name: Guangdong Mingzhu Group Co.Ltd(600382)
English Name: Guangdong Mingzhu Group Co., Ltd
Article 5 company domicile: No. 99, Guanshan Road, Xingning City, Guangdong Province
Postal Code: 514500
Article 6 the registered capital of the company is 7889338150 yuan.
Article 7 business term of the company: it is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the capital of the company is divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe, 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, 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 company’s vice president, the Secretary of the board of directors, the person in charge of Finance and other managers recognized by the company’s board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose: market-oriented, actively develop high-tech products, and adhere to the policy of quality first, customer first and high-quality service. Vigorously explore the market outside China and strive to meet the needs of users.
Article 13 after being registered according to law, the business scope of the company is: industrial investment; Equity investment; Incubation services for science and innovation enterprises; Enterprise management consulting; Investment, development, construction and operation of towns, parks and communities; Property management and provision of self owned property, site leasing and supporting business services; Supply chain management services; Planting, acquisition, processing and sales of genuine medicinal materials and medicinal and edible homologous plants; Drug production and sales (prepared pieces of traditional Chinese medicine and proprietary Chinese Medicine); Biomedical R & D and testing; Promotion and service of science, culture and technology; Wholesale and retail; Import and export of goods and technology. (for projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments.)
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 the same class of shares issued at the same time, the issuance conditions and price of each share are 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.
Article 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. Article 18 the total number of shares of the company is 788933815 shares, all of which are ordinary shares.
Article 19 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 20 the company shall, according to the needs of operation and development and in accordance with the provisions of laws and regulations, make decisions respectively at 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 21 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 22 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) a shareholder requests the company to purchase its shares because he disagrees 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 does not engage in the trading of shares of the company.
Article 23 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.
Article 24 the company’s acquisition of its shares under the circumstances specified in items (I) and (II) of Article 22 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 22 of the articles of association, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 22, 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 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 listed company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law.
Article 26 the company does not accept the company’s shares as the subject matter of the pledge.
Article 27 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 28 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 29 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 30 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 31 shareholders of the company enjoy the following rights:
(I) obtain dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) participate in the distribution of the company’s remaining property according to its share of shares in the event of termination or liquidation of the company;
(VII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares; (VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 32 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it according to the requirements of the shareholder after verifying the identity of the shareholder.
Article 33 Where the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders shall be punished
