constitution
March, 2002
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jade Bird Fire Co.Ltd(002960) (hereinafter referred to as ” Jade Bird Fire Co.Ltd(002960) ,” the company “or” 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 “) The articles of association are formulated by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) in accordance with the guidelines for the articles of association of listed companies and other relevant laws and regulations.
Article 2 Jade Bird Fire Co.Ltd(002960) is a joint stock limited company established in accordance with the company law and other relevant provisions. The company was established in the form of overall change, registered with Zhangjiakou market supervision and Administration Bureau of Hebei Province, obtained the business license of enterprise legal person, and unified social credit code 91130700730245739f.
Article 3 the company issued 60 million ordinary shares in RMB to the public for the first time on July 19, 2019 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on August 9, 2019.
Article 4 registered name of the company: Jade Bird Fire Co.Ltd(002960)
Full Chinese Name: Jade Bird Fire Co.Ltd(002960)
Chinese abbreviation: Jade Bird Fire Co.Ltd(002960)
Full English Name: Jade Bird fire Co., Ltd
Article 5 company domicile: Zhuoxia Road Industrial Park, Zhuolu, Hebei
Postal Code: 075600
Article 6 the registered capital of the company is 348523774 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 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 and the 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 is to produce high-quality fire-fighting products, create a perfect after-sales service system, and become the leader of Chinese fire-fighting enterprises.
Article 14 with the approval of the company registration authority, the business scope of the company is: R & D, technical consultation, technical service, production, sales, installation and agency of fire-fighting equipment, fire-fighting electronic products, Internet of things equipment, electronic sensors and electronic monitoring equipment; Big data, cloud computing, information technology services. Application software services. Basic software services. Computer system services. Software development and sales. Self operated import and export business. Road general cargo transportation. (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 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, and the par value of each share of the company shall be one yuan. Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is changed from Hebei Beida Qingniao Huanyu fire fighting equipment Co., Ltd. to a joint stock limited company. When the company is established, the names of the promoters, the number of shares subscribed, the mode of capital contribution, the time of capital contribution and the proportion of equity are as follows:
Serial number name of initiator number of shares subscribed (shares) contribution method contribution time equity ratio
1. Beijing Beida Qingniao Huanyu 30612240 net assets converted into shares on December 14, 201251.02% Technology Co., Ltd
2 Cai Weimin 10941240 net assets converted into shares 18.23% on December 14, 2012
3. Chen Wenjia 8163240 net assets converted into shares 13.61% on December 14, 2012
4 Zeng Desheng 1552560 net assets converted into shares 2.59% on December 14, 2012
5 Wang Xin 1362840 net assets converted into shares 2.27% on December 14, 2012
6. Net assets of Yang Wei 1086660 converted into shares on December 14, 2012 1.81%
7 ye Kewu 938760 net assets converted into shares 1.56% on December 14, 2012
8 Gu Zhuzhu 852420 net assets converted into shares 1.42% on December 14, 2012
9 sun Guangzhi 612240 net assets converted into shares on December 14, 2012 1.02%
10. Kangyazhen 612240 net assets converted into shares on December 14, 2012 1.02%
11 Wang Yuhe 546300 net assets converted into shares 201212.14 0.91%
12 Li guangzeng 510180 net assets converted into shares 0.85% on December 14, 2012
13. The net assets of the profit fund 408240 converted into shares on December 14, 2012 0.68%
14 Bai Futao 408180 net assets converted into shares 0.68% on December 14, 2012
15 Dejie 408180 net assets converted into shares on December 14, 2012 0.68%
Chapter 16 Jun 270180 net assets converted into shares 0.45% on December 14, 2012
17 Gao Junyan 142860 net assets converted into shares on December 14, 2012 0.24%
18 Wang Guoqiang 142860 net assets converted into shares 201212.14 0.24%
19 Zhang Mingwei 142860 net assets converted into shares 201212.14 0.24%
20 weeks Zian 142860 net assets converted into shares 201212.14 0.24%
21. Chang Zheng 142860 net assets converted into shares on December 14, 2012 0.24%
Total – Shanghai Pudong Development Bank Co.Ltd(600000) 00 — 100.00%
Article 20 the current share capital structure of the company is: 348523774 ordinary shares.
All shares issued by the company are ordinary shares.
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 stipulated 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 safeguarding the company’s value and shareholders’ rights and interests.
Article 25 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 purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
If the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders. If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to 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.
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 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.
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 one 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 If the shareholders, directors, supervisors and senior managers of the company holding more than 5% of the shares sell the company’s shares or other equity securities within six months from the date of purchase, or buy them again within six months from the date of sale, the proceeds obtained therefrom shall belong to the company, and the board of directors of the company will recover the 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.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 30 after the listing of the company’s shares is terminated (except for active delisting), the shares shall be transferred into the national share transfer system for small and medium-sized enterprises.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall, in accordance with the securities registration machine
