Guoguang Electric Company Limited Articles of Association
Approved by the Second Extraordinary Shareholders' Meeting in 2025
Articles of Association
November 2025
1
Table of Contents
Chapter 1 General Provisions
Chapter 2 Business Objectives and Scope
Chapter 3 Shares
Section 1 Share Issuance
Section 2 Share Increase, Decrease, and Repurchase
Section 3 Share Transfer
Chapter 4 Shareholders and Shareholders' Meeting
Section 1 Shareholders
Section 2 Controlling Shareholders and Actual Controllers
Section 3 General Provisions for Shareholders' Meeting
Section 4 Shareholders' Meeting Proposals
Section 5 Shareholders' Meeting Resolutions
Section 6 Related Transactions
Chapter 5 Board of Directors
Section 1 Directors
Section 2 Independent Directors
Section 3 Board of Directors
Section 4 Secretary of the Board of Directors
Section 5 Special Committees of the Board of Directors
Chapter 6 President and Other Senior Management Personnel
Chapter 7 Financial Accounting System, Profit Distribution, and Audit
Section 1 Financial Accounting System
Section 2 Profit Distribution
Section 3 Internal Audit
Section 4 Appointment of Accounting Firms
Chapter 8 External Guarantees
Chapter 9 Notices and Announcements
Section 1 Notices
Section 2 Announcements
Chapter 10 Merger, Division, Dissolution, and Liquidation
Section 1 Merger or Division
Section 2 Dissolution and Liquidation
Chapter 11 Amendment of Articles of Association
Chapter 12 Supplementary Provisions
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Article 1 To protect the legitimate rights and interests of the company, shareholders, employees, and creditors, and to regulate the company's organization and conduct, these 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 regulations.
Article 2 The Company is a joint-stock limited company established in accordance with the "Normative Opinions on Joint Stock Limited Companies" and other relevant regulations (hereinafter referred to as the "Company"). The Company is registered and has obtained a business license from the Guangzhou Administration for Market Regulation, with a unified social credit code of 91440101618445482W.
Article 3 Guoguang Electric Company Limited is a joint-stock limited company approved by the Guangzhou Economic System Reform Committee with Document No. [1993] 58, restructured from the Guangzhou Guoguang Electric Acoustic General Factory and established through the targeted issuance of internal employee shares. At the time of establishment, state-owned shares were contributed as capital after asset valuation and determination by the Guangzhou Guoguang Electric Acoustic General Factory, totaling 32 million shares, and internal employee shares were 8 million shares.
In 1995, the Company was approved by the Ministry of Foreign Trade and Economic Cooperation of the People's Republic of China with the "Reply on Increasing Capital and Expanding Shares of Guoguang Electric Company Limited and Restructuring into a Foreign-Invested Joint Stock Limited Company" (Document No. [1995] Wai Jing Mao Zi Er Han [634]) to become a foreign-invested joint-stock limited company, and was registered and obtained a business license from the Guangzhou Administration for Industry and Commerce, with business license number Qi Gu Yue Yue Zong Zi [2009] 001319.
On September 8, 2009, the Company's business license registration number was changed to 440101400011767 upon registration with the Administration for Industry and Commerce.