Jiangsu Gian Technology Co.Ltd(300709)
constitution
catalogue
Chapter I General Provisions- 2 – Chapter II business purpose and scope- 3 – Chapter III shares- 3 –
Section 1 share issuance- 3 –
Section II increase, decrease and repurchase of shares- 5 –
Section III share transfer- 6 –
Chapter IV shareholders and general meeting of shareholders- 6 –
Section 1 shareholders- 7 –
Section II general provisions of the general meeting of shareholders- 9 –
Section III convening of the general meeting of shareholders- 11 –
Section IV proposal and notice of the general meeting of shareholders- 13 –
Section V convening of the general meeting of shareholders- 14 –
Section VI voting and resolutions of the general meeting of shareholders- 17 –
Chapter V board of Directors- 21 –
Section 1 Directors- 21 –
Section II board of Directors- 24 –
Section III independent directors- 28 –
Section IV Secretary of the board of Directors- 32 –
Chapter VI general manager and other senior managers- 33 – Chapter VII board of supervisors- 35 –
Section I supervisors- 35 –
Section II board of supervisors- 36 –
Chapter VIII Financial Accounting system, profit distribution and audit- 37 –
Section I financial accounting system- 37 –
Section II Internal Audit- 41 –
Section III appointment of accounting firm- 41 –
Chapter IX notices and announcements- 42 –
Section I notice- 42 –
Section II announcement- 42 –
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 43 –
Section 1 merger, division, capital increase and capital reduction- 43 –
Section 2 dissolution and liquidation- 43 –
Chapter XI amendment of the articles of Association- 45 – Chapter XII Supplementary Provisions- 46 –
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, 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 the Listing Rules of gem shares of Shenzhen Stock Exchange The articles of association are formulated in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other relevant provisions. Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established by the overall change of Changzhou Jiangsu Gian Technology Co.Ltd(300709) Co., Ltd. and established by way of sponsorship. The company is registered with Changzhou market supervision and Administration Bureau of Jiangsu Province and has obtained the business license of enterprise legal person. The unified social credit code is 913204007691020574.
Article 3 with the approval of China Securities Regulatory Commission on September 15, 2017, the company issued 22 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on October 19, 2017.
Article 4 registered name of the company:
Chinese Name: Jiangsu Gian Technology Co.Ltd(300709) ;
English Name: Jiangsu giantechnology Co., Ltd
Article 5 domicile of the company: No. 59, palm Road, Zhonglou Economic Development Zone, Changzhou City.
Postal Code: 213023
Article 6 the registered capital of the company is 155193217 yuan.
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 their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with the provisions of the company law. The company provides necessary conditions for the activities of the party organization in advance.
From the effective date, the articles of association has 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: adhering to the core concept of “intelligence, innovation and enterprising”, the company is committed to providing customers with excellent products and services, creating a harmonious and mutually respectful working atmosphere for employees, and providing a fair, reasonable, fair and mutually beneficial cooperation platform for business partners, so as to make the company develop continuously and maximize long-term value for shareholders, Contribute to social and economic development.
Business scope of the company: development, manufacturing and sales of electronic and electrical products and assemblies; Design, manufacture and sales of metal decorations and molds; Design, development, manufacturing and sales of auto parts, general tools, metal parts, ceramic parts, polymer composite parts, motors, gears and transmission parts; Manufacturing and sales of powder metallurgy powder materials; Design, assembly, manufacturing and sales of automation equipment; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of plastic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares.
Article 14 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 15 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1.00. Article 16 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
The total number of ordinary shares of seventeenth companies when they are established is 66 million shares. The name / name of the promoters, the ID number / unified social credit code, the number of shares subscribed, the proportion of shareholding and the time of contribution are:
Serial number name of initiator ID number / number of shares held by unified social letter subscribe to invest time (code) (%)
1 Wang Mingxi 320402196212230278 19316880 29.268% August 6, 2015
2 Shi Juanhua 32042119590220192x 7326000 11.10% August 6, 2015
3 Qian Yejun 320421197208052513 5464800 8.28% August 6, 2015
4 Huang Yichao 320404198709133141 4866840 7.374% August 6, 2015
5 Changzhou Chuangyan Investment Co., Ltd
Consulting Co., Ltd. 91320404593959494p 4752000 7.20% August 6, 2015
Shanghai Yabang Entrepreneurship
6 investment partnership 913191985887169145 4620000 7.00% August 6, 2015 (limited partnership)
7 Yang Yongjian 320421196208151111 4371840 6.624% August 6, 2015
8 Zhao Mengya 320482199007167308 3711840 5.624% August 6, 2015
Nanjing Changlong Xingye
9 Investment Center (with 9132010059802740xl 3300000 5.00% limited partnership on August 6, 2015)
10 Wu Junwen 360302197505221013 2185920 3.312% August 6, 2015
Nanjing dianliang Mingyuan
11 Investment Center (with 913201000532927998 1607100 2.435% limited partnership on August 6, 2015)
12 Changzhou Xinhui venture
Investment Co., Ltd. 913204006613447838 1044780 1.583% August 6, 2015
13 Liu Yufeng 222403196906300220 825000 1.25% August 6, 2015
14 Liu Wenping 32042119712165820 825000 1.25% August 6, 2015
Changzhou Longcheng talents
15 Venture Capital Co., Ltd. 913204125822768311 627000 0.95% August 6, 2015
16 Shi Jun 3204041974110415 396000 0.60% August 6, 2015
17 Chen Wenhua 430224197908263657 264000 0.40% August 6, 2015
18 nest winter plum 32042119501208820 165000 0.25% August 6, 2015
19 Zuo Jianxin 32042119700201316 165000 0.25% August 6, 2015
20 Feng Jianlei 320421196502141918 165000 0.25% August 6, 2015
Total 66 million 100%
Article 18 the total number of ordinary shares of the company is RMB 32119000, with a par value of RMB 1557000 each.
Section II increase, decrease and repurchase of shares
Article 19 according to the needs of operation and development, and in accordance with the provisions of laws and 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 methods stipulated by laws and administrative regulations.
Article 20 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 21 the company shall not purchase its own shares. However, except for one of the following circumstances: (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Article 22 the company may choose one of the following ways to acquire its shares:
