Guizhou Taiyong-Changzheng Technology Co.Ltd(002927)
constitution
February, 2002
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 eleven
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty
Section I financial accounting system thirty
Section II Internal Audit thirty-three
Section III appointment of accounting firm Chapter IX notices and announcements thirty-four
Section I notice thirty-four
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-five
Section 1 merger, division, capital increase and capital reduction thirty-five
Section 2 dissolution and liquidation 36 Chapter XI amendment of the articles of Association 37 Chapter XII Supplementary Provisions thirty-eight
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 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) articles of Association (hereinafter referred to as the “articles of association” or “these articles of association”) is 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 and other relevant provisions.
Article 2 Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) (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 established by way of sponsorship, registered with Zunyi market supervision and Administration Bureau, and obtained a business license with a unified credit code of 91520300680176121g.
Article 3 on January 12, 2018, with the approval of the China Securities Regulatory Commission, the company issued 2345 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on February 23, 2018.
Article 4 registered name of the company: Guizhou Taiyong-Changzheng Technology Co.Ltd(002927) . Full English Name:
GUIZHOU TAIYONG-CHANGZHENG TECHNOLOGY CO., LTD.
Article 5 domicile of the company: the middle section of Wuhan road, Shanghai Waigaoqiao Free Trade Zone Group Co.Ltd(600648) Industrial Park, Huichuan District, Zunyi City, Guizhou Province. Postal Code: 563000.
Article 6 the registered capital of the company is RMB 22320909.
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 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 other shareholders, the company, directors, supervisors, general manager and other senior managers of 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.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to establish a modern enterprise system, standardize the corporate governance structure, focus on the R & D, manufacturing, sales and service of distribution equipment, constantly carry out technological innovation and management innovation, continuously improve the quality of distribution equipment products and services, and implement the business philosophy of honesty, expertise, speed and excellence, Make the company achieve sustained and stable development and good economic benefits, maximize the value of the company, and strive to make shareholders obtain the maximum economic return.
Article 13 after being registered according to law, the business scope of the company: those prohibited by laws, regulations and decisions of the State Council shall not be operated; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. (development, production and operation of intelligent low-voltage electrical appliances series products, mechatronics industrial automation products, transmission and distribution equipment and accessories, fire-fighting products; R & D, manufacturing and sales of electric vehicle charging equipment; operation of new energy vehicle charging facilities; R & D, technical consultation and sales of electric vehicle charging system and Internet platform technology; development of electric vehicle charging station monitoring system) R & D, technical consultation and sales.) 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 all the shares issued by the company are ordinary shares, with a par value of RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 based on the audited net assets of the limited company, the promoters of the company shall be converted into their promoters’ shares in the company according to the proportion of their equity in the limited company. The promoters of the company initiated the establishment of the company and subscribed for the capital contribution on October 26, 2015. Their shareholding amount and shareholding ratio are:
Serial number shareholder name or name shareholding amount (10000 shares) shareholding proportion
1 Shenzhen Taiyong Technology Co., Ltd. 5128 72.90%
2 Changyuan Technology Group Ltd(600525) Co., Ltd. 1407 20.00%
3 Shenzhen Tianyu hengying investment partnership (limited partnership) 300 4.26%
4 Guizhou Changzheng Tiancheng Holding Co.Ltd(600112) 200 2.84%
Total 7035 100.00%
Article 19 the total number of shares of the company is 22320909 shares, 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 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 prescribed by laws, administrative regulations and approved by the China securities regulatory department.
Article 22 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 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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 or equity incentive;
(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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) to (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of Association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 23, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months. In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) review the articles of association, the register of shareholders, the stubs of corporate bonds, the minutes of the general meeting of shareholders, the resolutions of the board of directors, the resolutions of the board of supervisors
