Guoguang Electric Company Limited(002045) articles of Association
January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II shareholders' meeting
Section III proposal of the general meeting of shareholders
Section IV resolutions of the general meeting of shareholders
Section V related party transactions
Chapter V board of directors
Section 1 directors
Section 2 independent directors
Section III board of directors
Section IV Secretary of the board of directors
Chapter VI president Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Section III resolutions of the board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section 2 profit distribution
Section III internal audit
Section IV appointment of accounting firms
Chapter IX external guarantee Chapter X notice and announcement Chapter XI merger, division, dissolution and liquidation
Section 1 merger or division
Section 2 dissolution and liquidation
Chapter XII amendment of the articles of association Chapter XIII supplementary provisions
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.
Article 3 Guoguang Electric Company Limited(002045) is a joint stock limited company approved by Guangzhou Economic System Reform Commission in the form of Sui Gai Gu Zi [1993] No. 58 document, reorganizing Guangzhou Guoguang electroacoustic General Factory with Guangzhou Guoguang electroacoustic General Factory as the main sponsor and established by directional offering.
In 1995, the company was approved by the Ministry of foreign trade and economic cooperation of the people's Republic of China with [1995] Wai Jing Mao Zi Er Han Zi No. 634 reply on Guoguang Electric Company Limited(002045) capital increase and share expansion and restructuring into a foreign-invested joint stock limited company, changed into a foreign-invested joint stock limited company, registered with Guangzhou Administration of industry and Commerce and obtained a business license, The business license number is Qi Gu Yue Sui Zong Zi No. 001319.
On September 8, 2009, the registration number of the company's business license was changed to 440101400011767 after being registered by the industrial and commercial registration authority. On January 31, 2011, according to the notice on issues related to foreign capital management involved in the split share structure reform of listed companies (SZF [2005] No. 565) issued by the Ministry of Commerce and the CSRC, Guangzhou Municipal Bureau of foreign trade and Economic Cooperation issued the reply on Guoguang Electric Company Limited(002045) equity change and withdrawal of the approval certificate of foreign-invested enterprises (SUI Wai Jing Mao Zi PI [2011] No. 127): "in view of the fact that the proportion of Guoguang Electric Company Limited(002045) foreign shares is now less than 10%, the company no longer holds the approval certificate of foreign-invested enterprises, and now withdraws Shang Wai Zi Sui Wai Zi Zheng Zi [2009] No. 0289 Approval certificate for foreign invested enterprises ". On March 18, 2011, the company received a new business license. The company type is changed from "joint stock limited company (Sino foreign joint venture, listed)" to "joint stock limited company (listed)".
Article 4 registered name of the company: Guoguang Electric Company Limited(002045) . Article 5 full English name of the company: Guoguang Electric Company Limited, hereinafter referred to as ggec. Article 6 company domicile: No. 8, Jinghu Avenue, Xinya street, Huadu District, Guangzhou, postal code: 510800. Article 7 the company is a permanent joint stock limited company. Article 8 the president is the legal representative of the company. Article 9 the registered capital of the company is 4683838393300 yuan.
Article 10 on April 11, 2005, the company issued 30 million ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on May 23, 2005 with the approval of CSRC Zheng Jian FA Zi [2005] No. 13 document.
Article 11 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 12 a company shall not become a contributor jointly and severally liable for the debts of the enterprise it invests in, or become an unlimited liability shareholder of other profit-making organizations.
Article 13 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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, President and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, President and other senior managers of the company in accordance with the articles of association.
Article 14 other senior managers mentioned in the articles of association refer to the company's vice president, Secretary of the board of directors, chief financial officer, etc. Article 15 Any person who intends to purchase shares of the company indicates that such person has fully understood and understood all the provisions of the articles of association
We have understood its full meaning and are willing to be bound by all the provisions of the articles of association.
Chapter II business purpose and scope
Article 16 the company's business purpose is to adhere to the policy of large-scale production, multi variety operation and high-quality service, absorb international advanced technology, develop cooperation at home and abroad, expand markets outside China, accumulate foreign exchange and capital for enterprises, and seek the simultaneous realization of social benefits and shareholders' interests.
The company implements the development concept of innovation, coordination, green, openness and sharing, carries forward excellent entrepreneurship, actively performs social responsibilities, and forms good corporate governance practice.
Corporate governance should be sound, effective and transparent, 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, and effectively improve the overall value of the enterprise.
Article 17 the business scope of the company is: manufacturing of electronic components and components; Research and development of electronics, communication and automatic control technology; Audio equipment manufacturing; Computer parts manufacturing; Office machinery manufacturing; Daily plastic products manufacturing; Manufacturing of daily and medical rubber products; Plastic parts manufacturing; Manufacturing of other batteries (excluding photovoltaic cells); Lithium ion battery manufacturing; Ni MH battery manufacturing; Wholesale of electronic components; Retail of electronic components; Wholesale of electronic products; Retail of electronic products; Wholesale of TV equipment and accessories; Software wholesale; Software retail; Wholesale of instruments and meters; Wholesale of office equipment; Wholesale of plastic products; Wholesale of rubber products; Import and export of goods (excluding exclusively controlled commodities); Technology import and export; House leasing; Site leasing (excluding warehousing); Self owned real estate business activities; Toy manufacturing, toy retail and toy wholesale. Manufacturing of charging pile; Charging pile sales; Manufacturing of communication terminal equipment; Retail of communication equipment; Manufacturing of communication system equipment; Computer application and electronic equipment manufacturing; Safety technology and product manufacturing; Manufacturing of computer information security equipment; Wholesale of safety technology and prevention products; Retail of safety technology prevention products; Production of medical electronic instruments and equipment (the specific production scope shall be subject to the medical device manufacturing enterprise license).
Chapter III shares
Section 1 share issuance
Article 18 the shares of the company shall be in the form of shares, which are written certificates issued by the company to prove that shareholders enjoy rights and assume obligations according to their shares.
Article 19 all shares issued by the company are registered ordinary shares. Article 20 the issuance of shares of the company shall follow the principle of 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 21 the par value of the shares issued by the company shall be indicated in RMB, with a par value of RMB 1.00 per share. Article 22 the domestic shares and foreign shares of the company shall be centrally deposited in China Securities Depository and Clearing Co., Ltd. Article 23 the total number of shares of the company is 468383913, which are issued RMB ordinary shares. Article 24 the ordinary shares issued by the company can be listed and traded in Shenzhen Stock Exchange. Article 25 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 26 the company may increase its capital in the following ways according to the needs of operation and development, in accordance with the provisions of laws and administrative regulations and 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 27 according to the provisions of the articles of association, 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 28 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 company's capital;
(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 equity interests.
If the company purchases shares for the reasons in items (I) and (II) of the preceding paragraph, it 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 the preceding paragraph, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
If the company purchases shares in accordance with item (I) of the preceding paragraph, it shall cancel it within 10 days from the date of acquisition; If the company purchases shares in accordance with items (II) and (IV) of the preceding paragraph, it shall transfer or cancel them within six months; For the shares purchased by the company in accordance with items (III), (V) and (VI) of the preceding paragraph, 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. The funds used for acquisition shall be paid out of the company's after tax profits. Except for the above circumstances, the company shall not engage in the trading of the company's shares.
Where a 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. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of this article, it shall be carried out through public centralized trading.
Article 29 the company may repurchase shares in one of the following ways:
(I) method of offer;
(II) centralized bidding trading mode of stock exchange;
(III) other methods approved by the CSRC.
Section 3 share transfer
Article 30 the shares of the company may be transferred according to law. Article 31 the company does not accept the company's shares as the subject matter of the pledge. Article 32 the company's shares held by the promoters shall not be transferred within one year from the date of establishment of the company, and shall not be transferred within one year from the date of listing and trading of the company's shares in Shenzhen Stock Exchange.
Article 33 directors, supervisors, President and other senior managers shall
