Zhejiang Truelove Vogue Co.Ltd(003041)
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 II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposals and notices 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 Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II 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 38 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation of the company Chapter XI amendment of the articles of Association forty-two
Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhejiang Truelove Vogue Co.Ltd(003041) (hereinafter referred to as “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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These articles of association are formulated in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions. Article 2 the company is a joint stock limited company established by Zhejiang Zhejiang Truelove Vogue Co.Ltd(003041) Holding Co., Ltd. in accordance with the company law and other relevant provisions.
The company was registered with Zhejiang market supervision administration and obtained a business license. The unified social credit code recorded in the business license is 91330700566953812t.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 5, 2021, the company issued 25 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on April 6, 2021.
Article 4 registered name of the company:
Chinese Name: Zhejiang Truelove Vogue Co.Ltd(003041) .
English Name: Zhejiang truelove vogue Co., Ltd
Article 5 domicile of the company: No. 399, Fotang Avenue, Jiangdong Street, Yiwu City, Zhejiang Province.
Postal Code: 322000.
Article 6 the registered capital of the company is RMB 100 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: customers are the reason for the existence of the enterprise, deeply understand and understand the needs of customers, and take customers as the center; Have the courage to take responsibility and achieve organizational goals; Continue to innovate and improve the standard of success.
Article 13 after being registered according to law, The business scope of the company is: “general items: manufacturing of household textile finished products; fabric textile processing; sales of knitwear and textiles; Internet sales (except sales of goods requiring license) ； Sales of daily necessities; Clothing wholesale; Clothing retail; Wholesale of shoes and hats; Retail of shoes and hats; New material technology promotion services; Natural science research and experimental development; estate management; Engage in investment activities with its own funds. (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: technology import and export; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) “
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 kind 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 shall be indicated in RMB, and the par value of each share shall be RMB 1. Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the total number of shares is 75 million, with 1 yuan per share and a total share capital of 75 million yuan. The sponsors are true love Group Co., Ltd., Yiwu Boxin Investment Co., Ltd. and Yiwu Dingtai investment partnership
Enterprise (limited partnership), Zheng Qiming, Zheng Qizhong, Liu Yuanqing, Liu Zhongqing. The way, amount and time of capital contribution of each promoter at the time of establishment of the company are as follows:
Shareholder name (name) subscribed shares contribution method contribution amount shareholding ratio contribution time
Number (10000 shares) (10000 yuan)
True love Group Co., Ltd. contributed 61.82% of its net assets before August 13, 2014
Yiwu Boxin Investment Co., Ltd. contributed 15.45% of its net assets before August 13, 2014
Yiwu Dingtai investment partnership contributed by the enterprise (limited partnership) with 681.75 9.09% of net assets before August 13, 2014
Zheng Qiming contributed 4.54% of net assets before August 13, 2014
Zheng Qizhong contributed 4.32% of the net assets before August 13, 2014
Liu Yuanqing contributed 2.73% of net assets before August 13, 2014
Liu Zhongqing contributed 2.05% of net assets before August 13, 2014
Total 7500.00 — 7500.00 100%–
Article 19 the total number of shares of the company is 100 million, and all shares issued by the company are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares 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 CSRC.
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 specified in the articles of association.
Article 23 the company shall not purchase its own shares. However, except under any 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 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (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 the shares of the company in accordance with the circumstances specified in items (III), (V) and (VI) of paragraph 1 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 paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in 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 six months; If the total number of shares held by the company exceeds paragraph (VI) or (III) of the company, it shall not exceed 3% of the total number of shares issued and cancelled within the year.
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 one year from the date of establishment of the joint stock 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 shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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.
Company director
