Hangzhou Heshun Technology Co., Ltd
constitution
(Draft)
Mm / DD / 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 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 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 35 section II Internal Audit Section III appointment of accounting firm 38 Chapter IX notices and announcements 38 section I notice 38 section II announcement 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 Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions forty-two
Articles of association of Hangzhou Heshun Technology Co., Ltd
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”) and other relevant laws and regulations.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is established by way of sponsorship; Registered with Hangzhou market supervision and Administration Bureau and obtained a business license with a unified social credit code of 913 Dalian Demaishi Precision Technology Co.Ltd(301007) 494479f.
The company was approved by Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) and approved to register by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on mm / DD / yyyy. It issued [] 10000 RMB common shares (A shares) to the public for the first time and was listed on SZSE (hereinafter referred to as “listing”) on mm / DD / yyyy.
Article 3 registered name of the company: Hangzhou Heshun Technology Co., Ltd
Article 4 domicile of the company: room 512, floor 5, building 1, No. 11, Liangzhan Road, Renhe street, Yuhang District, Hangzhou City, Zhejiang Province
Postal Code: 311107
Article 5 the registered capital of the company is 60 million yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 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 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 10 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 11 business purpose of the company: [].
Article 12 after registration according to law, the business scope of the company is: the production of insulating materials, plastic particles and polyester film. Services: technical development and services of functional films; Wholesale and retail: Wujinjiaodian, plastic products, chemical fibers, textiles; Import and export of goods (except for items prohibited by laws and administrative regulations, and items restricted by laws and administrative regulations can be operated only after obtaining permission). (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. The capital of the company is divided into shares, each with an equal amount.
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. The shares issued by the company shall be centrally deposited in [name of securities registration authority].
Article 16 the company shall be changed from an original limited company into a joint-stock company by means of initiation. The names of the promoters of the company, the number of shares subscribed and the proportion are as follows:
Serial number name / name of initiator number of shares subscribed shareholding ratio (10000 shares) (%)
1 fan Heqiang 102051
2 Zhang Jing 580 29
3 fan Shunhao 400 20
Total 2 Tcl Technology Group Corporation(000100)
Article 17 the total number of shares of the company is [] 10000 shares, all of which are ordinary shares in RMB.
Article 18 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 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, administrative regulations and approved by relevant regulatory authorities.
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 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests;
(VII) other circumstances permitted by laws and administrative regulations.
If the company purchases its shares due to the circumstances specified in items (I) and (II) of the preceding paragraph, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, 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 its shares in accordance with the provisions of paragraph 1 of this article, if it falls under the circumstances of 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; 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 three years.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 22 the company may purchase its own shares through public centralized bidding transactions, 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 paragraph 1 of Article 21 of the articles of association, it shall be conducted through public centralized bidding transaction.
Article 23 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 21 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 paragraph 1 of Article 21 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 21 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 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 24 the shares held by shareholders may be transferred according to law.
Article 25 the company does not accept the shares of the company as the subject matter of the pledge.
Article 26 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares that have been 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. If the relevant promoters make special commitments on the restricted sale period of their shares, they shall comply with it.
After the company is listed, the directors, supervisors and senior managers shall report to the company the shares held by the company and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares held by them. The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares held by the company within half a year after their resignation.
The transfer of shares of the company by relevant personnel shall also comply with the provisions of relevant laws and regulations on share reduction. Article 27 after the listing of the company, the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling. 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 28 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.
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 29 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) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
