Chapter 1 General Principles
Article 1
To standardize the organization and behavior of China Merchants Shekou Industrial Zone Holdings Co., Ltd. (hereinafter referred to as "the Company"), and to protect the legitimate rights and interests of the Company, shareholders, employees, and creditors, these Articles 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 regulations.
Article 2
The Company is a joint-stock limited company established by the overall change from China Merchants Shekou Industrial Zone Co., Ltd. (hereinafter referred to as "China Merchants Shekou") in accordance with the Company Law and other relevant laws, regulations, and normative documents. The Company was registered with the Guangdong Provincial Administration for Industry and Commerce on June 26, 2015, and has obtained a business license with the unified social credit code: 914400001000114606.
Article 3
On November 27, 2015, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to issue 1,901,797,599 shares of RMB ordinary stock to the public for the first time, and was listed on the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") on December 30, 2015.
Article 4
The registered name of the Company is:
- Chinese Name: 招商局蛇口工业区控股股份有限公司
- English Name: China Merchants Shekou Industrial Zone Holdings Co., Ltd.
Article 5
The Company's address is:
- Address: No. 5 Taizi Road, Nanshan District, Shenzhen, Guangdong Province, China
- Postal Code: 518067
Article 6
The registered capital of the Company is RMB 9,016,032,171 (all amounts are in RMB).
Article 7
The Company is a joint-stock limited company with perpetual existence.
Article 8
The Chairman of the Company serves as the legal representative. If the Chairman resigns, it is deemed that they have also resigned as the legal representative. If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation.
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 these Articles or by the shareholders' meeting shall not be asserted against bona fide 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 these Articles.
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
In accordance with the Constitution of the Communist Party of China, a grassroots organization of the Communist Party shall be established, which plays a leading and political core role, guiding direction, managing overall situations, and ensuring implementation. The Company shall establish a party working institution, equip it with a sufficient number of party workers, and ensure funding for the party organization's work.
Article 12
These Articles shall become a legally binding document governing the organization and behavior of the Company, as well as the rights and obligations of the Company, shareholders, and directors, upon their effective date. Shareholders may sue other shareholders, and shareholders may sue the Company's directors and senior management. The Company may sue shareholders, directors, and senior management.
Article 13
The Company may establish wholly-owned or controlled subsidiaries, branch offices, representative offices, and other branches as needed for business development. With the approval of relevant government authorities, the Company may establish branches abroad and in Hong Kong, Macau, and Taiwan, regardless of whether they are wholly owned.