Shenzhen Jianyi Decoration Group Co.Ltd(002789)
constitution
February, 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 2 general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system Section II Internal Audit Section III appointment of accounting firm 37 Chapter IX notices and announcements 38 section I notice 38 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, 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.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company is a joint stock limited company established by Shenzhen Jianyi Decoration Group Co., Ltd. according to the overall change of the audited original book net asset value into shares as of April 30, 2012. It is registered with Shenzhen market supervision administration and has obtained a business license.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on February 14, 2016, the company issued 20.3 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on March 11, 2016.
Article 4 registered name of the company: Shenzhen Jianyi Decoration Group Co.Ltd(002789)
English name of the company: Shenzhen Jianyi Decoration Group Co., Ltd. Article 5 company domicile: East of 19th floor, Jianyi building, No. 3 Zhenxing Road, Futian District, Shenzhen; Postal Code: 518031.
Article 6 the registered capital of the company is 159623514 yuan (¥ 159623514), and the paid in capital is 159623514 yuan (¥ 159623514).
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, 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 of the company 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, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the business tenet of the company: morality first, integrity-based, and building high-quality products as the goal. Article 14 after being registered according to law, the business scope of the company includes: indoor and outdoor decoration engineering design and construction; Design and construction of building curtain wall engineering; Intelligent engineering construction; Construction of electromechanical installation works; Construction of anti-corrosion and thermal insulation works; Steel structure engineering construction; Purchase and sale of building materials, lamps, sanitary ware and furniture; Garden technology development; Landscape design and landscaping (operated with qualification certificate); Rental of self owned houses; Sales of metal materials; Metal ore sales; Sales of non-metallic minerals and products; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Metal structure sales; Timber sales; Wholesale of auto parts; Sales of mechanical equipment; Wholesale of hardware products; Sales of daily necessities; Paint sales (excluding hazardous chemicals); Sales of molding materials for casting; Wholesale of kitchenware, sanitary ware and daily sundries; Sales of knitwear and textiles; Sales of doors and windows; Sales of cement products; Manufacturing of cement products; Sales of household appliances; Sales of communication equipment; Supply chain management services; Information consulting services (excluding licensed information consulting services); Socio economic advisory services; Financing advisory services; Bill information consulting service; Wire and cable business; Sales of synthetic materials; Sales of building blocks; Sales of building waterproof coiled material products; Sales of reinforcement products for construction; Sales of building ceramic products; Sales of construction machinery; Sales of metal accessories for construction; Floor sales; Brick and tile sales; Sales of asbestos products; Sales of asbestos cement products; Lime and gypsum sales; Refractory sales; Sales of eco-environmental materials; Sales of electrical equipment; Household goods sales; Retail of household appliances; Wholesale of daily necessities; Sales of daily necessities; China trade agency; Sales of mobile terminal equipment; Furniture spare parts sales; Retail of hardware products; Sales of forestry products; Sales of motor vehicle charging; Charging pile sales; Sales of electric accessories of new energy vehicles; Sales of hydraulic power machinery and components; Sales of horticultural products; Non ferrous alloy sales; Casting machinery sales; Engineering management services; Engineering technical services (except planning management, survey, design and supervision).
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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.
Article 17 for shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
The number of shares subscribed by the promoters of the company is shown in the table below. Each promoter subscribes for the shares of the company with the net assets corresponding to the equity of Shenzhen Jianyi Decoration Group Co., Ltd.
No. name of shareholder number of shares (10000 shares) shareholding ratio (%)
1 Liu Haiyun 3672.50 65.58
2 Yan Yongping 308.00 5.50
3 seaside 280.00 5.00
4 Liu Shan 200.00 3.57
5 Tian Suo accounts for 160.00 2.86
6 Zhang Lei 112.00 2.00
7 cuixiao road 100.00 1.79
8 Sun Yun 100.00 1.79
9. Pilot investment 78.40 1.40
10 Ma Lixiong 50.00 0.89
11 Chen Jinghui 50.00 0.89
12 Guo Jie 45.00 0.80
13 Zeng Zhenjiang 35.00 0.63
14 water source investment 33.60 0.60
15 Liu Qingyun 30.00 0.54
16 Zhang Jie 30.00 0.54
17 Xu Shuguang 27.50 0.49
18 Tianli 25.00 0.45
19 Yan Jianchang 25.00 0.45
20 Wen Liangmao 25.00 0.45
21 Niu Chengfeng 20.00 0.36
22 Xiao 20.00 0.36
23 Huangying 20.00
