Guangdong Rifeng Electric Cable Co.Ltd(002953)
constitution
Revised in March 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
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 nine
Section IV proposal and notice of the general meeting of shareholders ten
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 seventeen
Section 1 Directors seventeen
Section 2 independent directors nineteen
Section III board of Directors twenty
Section IV Special Committee of the board of Directors twenty-two
Section V Secretary of the board of Directors Chapter VI senior management Chapter VII board of supervisors twenty-six
Section I supervisors twenty-six
Section II board of supervisors twenty-seven
Section III resolution of the board of supervisors Chapter VIII finance, accounting and auditing twenty-eight
Section I financial accounting system twenty-eight
Section II Internal Audit thirty
Section III appointment of accounting firm Chapter IX notice and announcement thirty-one
Section I notice thirty-one
Section II announcement thirty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-two
Section 1 merger, division, capital increase and capital reduction thirty-two
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 34 Chapter XII Supplementary Provisions thirty-four
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Rifeng Electric Cable Co.Ltd(002953) (hereinafter referred to as “the company”) and its 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 laws and administrative regulations.
The company was established by means of initiation, registered with Zhongshan market supervision and Administration Bureau, obtained a business license, and the unified social credit code is 91442 Shenyang Chemical Co.Ltd(000698) 1927364.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 9, 2019, the company issued 43.02 million RMB ordinary shares to the public for the first time, and was listed on the SME Board of Shenzhen Stock Exchange on May 9, 2019. Article 4 registered name of the company:
Full Chinese Name: Guangdong Rifeng Electric Cable Co.Ltd(002953)
Full English Name: Guangdong RiFeng electric cable Co., Ltd
Article 5 address of the company: Guangfeng Industrial Park, West District, Zhongshan City, Guangdong Province; Add a business place, specifically 1 No. 42, Longping Road, West District, Zhongshan City (Yizhao multiple address), postal code: 528401.
Article 6 registered capital of the company: 243313851 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 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 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 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company. Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose: quality first, customer first, scientific management and continuous innovation.
Article 14 the business scope of the company is: production, sales and research and development: data communication cable, high-frequency data cable, household appliance components (excluding circuit board and electroplating), special equipment cable, marine engineering cable, mining cable, new energy cable, other special cables, wire, power line, metal rolling, polymer materials, water pipe, plastic pipe, PVC cable pipe PVC trunking, switches, sockets, lighting appliances, air switches, distribution boxes, ventilators, Bathroom Heaters, low-voltage appliances, electrical equipment, smart home products; Manufacturing of rubber products; Sales of rubber products; Import and export of goods and technology.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1.0 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is established, 10 million shares are issued to the promoters. The names of the promoters, the number of shares subscribed, the proportion of shares, the mode and time of capital contribution are as follows:
Name of initiator number of shares subscribed (shares) proportion of shares contribution method contribution time
Feng Jiujing 98000098% currency 200912.8
Li Qiang 1 Ping An Bank Co.Ltd(000001) % currency 200912.8
Luo Yongwen 1 Ping An Bank Co.Ltd(000001) % currency 200912.8
Total 100 Ping An Bank Co.Ltd(000001) 00% —
Article 20 the total number of ordinary shares of the company is RMB 24331.
Article 21 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 22 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 23 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 24 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 25 a 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 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 24 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 24 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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 held by them and their changes; During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; 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 of the company they hold within six months after their resignation.
Article 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares 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 income from this shall belong to the company, and the board of directors of the company shall recover the income. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed 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, 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 31 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 32 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 33 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)
