Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of SPIC Green Energy Co., Ltd. (hereinafter referred to as "the Company"), its shareholders, employees, and creditors, to regulate the organization and behavior of the Company, to fully implement the important requirements of "two unifications," to uphold and strengthen the Party's comprehensive leadership, to improve the corporate governance structure, to build a modern enterprise system with Chinese characteristics, to promote the spirit of entrepreneurship, and 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 Law on State-Owned Assets of Enterprises of the People's Republic of China, and other relevant regulations, this Articles of Association is formulated.
Article 2
SPIC Green Energy Co., Ltd. is a joint-stock limited company established in accordance with the "Guidelines for Joint-Stock Limited Companies" and other relevant regulations (hereinafter referred to as "the Company"). The Company was established through a targeted fundraising method and is registered with the Market Supervision Administration of Jilin Province, obtaining a business license and a unified social credit code 91220000123962584G. The establishment of the Company was approved by the Jilin Provincial Economic System Reform Committee in document Ji Gai Gu [1993] No. 47.
Article 3
The Company was approved for issuance by the China Securities Regulatory Commission on September 5, 2002, under document Zheng Jian Fa [2002] No. 97, and was listed on the Shenzhen Stock Exchange on September 26, 2002.
Article 4
The registered name of the Company is: SPIC Green Energy Co., Ltd.
- Chinese full name: 国电投绿色能源股份有限公司
- Chinese abbreviation: 电投绿能
- English full name: SPIC Green Energy Co., Ltd.
- English abbreviation: SPIC GECL
Article 5
The Company's address is: 9699 Renmin Avenue, Changchun City, Jilin Province, Postal Code: 130022.
Article 6
The registered capital of the Company is RMB 3,627,270,626.
Article 7
The Company is a joint-stock limited company with perpetual existence.
Article 8
The Chairman serves as the legal representative of the Company and is elected by a majority of the Board of Directors. If the Chairman resigns, it is considered a simultaneous resignation from the position of legal representative. Upon resignation of the legal representative, the Company shall determine a new legal representative within thirty days from the date of resignation. Before the new legal representative is determined, the General Manager of the Company shall temporarily perform the duties of the legal representative. If the legal representative is dismissed, a new legal representative shall be determined immediately upon dismissal.
Article 9
The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Any restrictions on the powers of the legal representative set forth in this Articles of Association or by the shareholders' meeting shall not be opposed to good faith third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek compensation from the legal representative at fault in accordance with the law or this Articles of Association.
Article 10
Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 11
This Articles of Association shall take effect from the date of its enactment and shall become a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. According to this Articles of Association, shareholders may sue other shareholders, shareholders may sue the Company's directors and senior management, the Company may sue shareholders, directors, and senior management.