Landai Technology Group Corp.Ltd(002765)
constitution
February, 2002
catalogue
catalogue Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors nineteen
Section 1 Directors nineteen
Section II board of Directors twenty-one
Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-six
Section I supervisors twenty-six
Section II board of supervisors twenty-seven
Chapter VIII Financial Accounting system, profit distribution and audit twenty-eight
Section I financial accounting system twenty-eight
Section II Internal Audit thirty-one
Section III appointment of accounting firm Chapter IX notice thirty-two
Section I notice thirty-three
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-three
Section 1 merger, division, capital increase and capital reduction thirty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 35 Chapter XII Supplementary Provisions thirty-five
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 Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as “the company” or “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was initiated and established by the overall change of Chongqing Landai Industrial Co., Ltd. The company is registered with Chongqing market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91500227203940748p. Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on May 21, 2015, the company issued 52 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on June 12, 2015.
Article 4 registered name of the company:
Chinese Name: Landai Technology Group Corp.Ltd(002765)
English Name: Landai Technology Group Corp., Ltd
Article 5 company domicile: No. 100, Jianshan Road, Biquan street, Bishan District, Chongqing, postal code: 402760. Article 6 the registered capital of the company is RMB 2525890.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman 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 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 shall be legally binding on 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: leading technology, scientific management, committed to creating high-quality products of power transmission and touch display, creating a good return on investment for all shareholders and earnestly fulfilling the social responsibility of the enterprise.
Article 13 after being registered according to law, the business scope of the company is: to operate the export business of its own products and technologies and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise within the validity period of the qualification certificate for import and export enterprises of the people’s Republic of China and the approved import and export commodity catalogue, Except for the commodities and technologies restricted or prohibited from import and export by the state. Machining, production of mechanical molds; R & D, production and sales: auto parts, motorcycle gears and shafts; Automotive precision castings, electronic components manufacturing, optical glass manufacturing, enterprise headquarters management.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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.
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 16 the par value of the shares issued by the company is 1 yuan per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “securities registration authority”).
Article 18 the promoters of the company, the number of shares they hold and the shareholding ratio before issuance are as follows:
No. name of shareholder number of shares subscribed (shares) shareholding ratio before issuance (%)
1 Zhu Tangfu 110167200 70.620
2 Xiong min 14632800 9.380
3 Beijing youhelihua investment management center 15042858 9.643
4 Jiangsu Xinao Venture Capital Co., Ltd. 5014283 3.214
5 Zhu Wenming 3342859 2.143
6 Chongqing daicen Investment Management Co., Ltd. 3354000 2.150
7 Zhu bin 1170000 0.750
8 Chen Xiaohong 585000 0.375
9 huangbaihong 390000 0.250
10 Zhang Yumin 390000 0.250
11 Ding Jiahai 195000 0.125
12 Li Yong 351000 0.225
13 Zuo Lijing 195000 0.125
14 Chen Shengliang 78000 0.050
15 Zhou Anwei 117000 0.075
16 Xiong Tianchun 117000 0.075
17 Owen Hui 78000 0.050
18 liyaqiao 78000 0.050
19 Zeng Fengxian 78000 0.050
20 Xiong Baocheng 78000 0.050
21 Zhai Weilin 78000 0.050
22 Chen Yong 78000 0.050
23 Shen Qinchao 78000 0.050
24 Chen Wei 39000 0.025
25 Deng Yiming 39000 0.025
26 Xiong Tianfei 39000 0.025
27 Zhou Jiaguo 39000 0.025
28 Feng Deying 39000 0.025
29 Zhao Qin 39000 0.025
30 Ye Taiping 39000 0.025
31 Chen Bo 39000 0.025
Total 1560000.00 100
The above promoters contributed by converting their audited net assets into shares corresponding to the equity of the original Chongqing Landai Industrial Co., Ltd. held by them as of August 31, 2011.
The investment experience of the above promoters was fully in place on October 13, 2011.
Article 19 the total number of shares of the company is 582625290, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 according to the needs of operation and development, and in accordance with the provisions of laws and administrative regulations, the company may increase its capital in the following ways 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 documents stipulated by laws, administrative regulations and approved by the CSRC
