Shandong Yabo Technology Co.Ltd(002323)
constitution
(revised in March 2022)
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 I Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors forty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system 46 section II Internal Audit Section III appointment of accounting firm 51 Chapter IX notices and announcements 52 section I notice 52 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 54 Chapter XI amendment of the articles of Association 56 Chapter XII Supplementary Provisions fifty-six
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), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company").
The company has been approved by the Ministry of Commerce in SZP [2007] No. 1050 and obtained the approval certificate of the people's Republic of China for enterprises invested by Taiwan, Hong Kong, Macao and overseas Chinese [2007] No. 0149 issued by the Ministry of Commerce. Yancheng Zhonglian Electric Manufacturing Co., Ltd. has been changed into a joint stock limited company.
The company was registered with Jiangsu Yancheng Administration for Industry and Commerce and obtained the business license of enterprise legal person (qgsyzz No. 001880).
Article 3 with the approval of the China Securities Regulatory Commission on November 26, 2009, the company issued 21 million ordinary shares in RMB to the public for the first time, which are domestic shares subscribed in RMB issued by the company to domestic investors, and listed on Shenzhen Stock Exchange on December 18, 2009.
According to the resolution of the company's 2012 annual general meeting of shareholders, the company implemented the plan of converting capital reserve into share capital. Based on the total share capital of 81.76 million shares, 3 shares were added for every 10 shares, and the total share capital of the company increased from 81.76 million shares to 107588 million shares.
On July 20, 2015, China Securities Regulatory Commission issued the reply on Approving the major asset restructuring of Jiangsu Zhonglian Electric Co., Ltd. and issuing shares to Lhasa Ruihong Investment Management Co., Ltd. to purchase assets (zjxk [2015] No. 1707), Implement major asset restructuring and issue 111059792 shares to Lhasa Ruihong Investment Management Co., Ltd., 13049765 shares to Lhasa Naxian investment partnership (limited partnership), and 16878995 shares to Lhasa zhidu Decheng venture capital partnership (limited partnership).
According to the resolution of the company's 2015 annual general meeting of shareholders, the company implemented the plan of converting capital reserve into share capital, and increased 20 shares for every 10 shares to all shareholders based on the total share capital of 248576552 shares. The total share capital of the company was
According to the Shandong Yabo Technology Co.Ltd(002323) reorganization plan approved by the people's Court of Shizhong District, Zaozhuang City, Shandong Province on September 30, 2021, the company implemented the conversion of capital reserve into share capital on December 30, 2021. Based on the total share capital of 745729656 shares, 18.44 shares were added for every 10 shares, and the total share capital of the company increased from 745729656 shares to 2120855142 shares.
Article 4 registered name of the company: Shandong Yabo Technology Co.Ltd(002323) ;
English name of the company: Shandong Yabo Technology Co., Ltd
Article 5 domicile of the company: No. 17, Donghai Road, Shizhong District, Zaozhuang City, Shandong Province.
Postal Code: 277116.
Article 6 the registered capital of the company is RMB 2120855142.
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 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, the person in charge of Finance and other managers appointed by the board of directors in accordance with the articles of association.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: in accordance with national laws, regulations and relevant international practices, adopt a standardized joint-stock company operation mode, based on good faith and the principle of legal operation, give full play to the advantages of joint-stock system and diversified operation, constantly improve the operation and management level of the company, promote the all-round development of the company, and strive to make the investment of all shareholders safe and value-added, Obtain satisfactory income and create good social benefits.
Article 13 business scope of the company: design, research and development of new materials for metal roof and wall enclosure system; Software development; Installation and commissioning of photovoltaic distributed power station system; Architectural engineering design and consultation; Wholesale of metal sectors and supporting materials, hardware products (except electric tricycles) and PV distributed power station system components (not involving state-owned trade management commodities, but involving quotas and licenses, it shall be applied for in accordance with relevant national regulations). (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 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 shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Ji Kuiyu, Yancheng Xingye Investment Development Co., Ltd., ruidu Co., Ltd. and Xu Jihong.
When the company is wholly changed and established by Yancheng Zhonglian Electric Manufacturing Co., Ltd., the promoters subscribe for the shares of the company with their rights and interests in Yancheng Zhonglian Electric Manufacturing Co., Ltd., and there will be 61760000 yuan of the audited net asset value of 6176676217 yuan of Yancheng Zhonglian Electric Manufacturing Co., Ltd. as of March 31, 2007, The company's total shares are converted into 61760000 shares at the ratio of 1:1, and the remaining net assets of 676217 yuan are included in the company's capital reserve.
The company publicly issued 21 million public shares on December 18, 2009.
Article 19 the share capital structure of the company at the time of establishment is:
Proportion of shares (shares) held by shareholders in total share capital (%) nature of equity
Ji Kuiyu 2470400040 natural person shares
Ruidu Co., Ltd. 1544 Shenzhen Tellus Holding Co.Ltd(000025) foreign legal person shares
Yancheng Xingye Investment Development Co., Ltd. 1235200020 social legal person shares
Xu Jihong 926400015 natural person shares
Total 6176 Shenzhen Ecobeauty Co.Ltd(000010) 0.00
Article 20 the total number of shares of the company is 2120855142, all of which are ordinary shares. 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 stipulated 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) 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) necessary for safeguarding 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 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 the company's acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 23 of the articles of association 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 23 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than 2 / 3 of the directors.
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 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 term of office, the shares transferred each year shall not exceed 50% of the total shares of the company they hold
