constitution
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 seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter V general Party branch committee and Party construction work Chapter VI board of directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Chapter VII president and other senior managers Chapter VIII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-four
Chapter IX Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II profit distribution policy thirty-seven
Section III internal audit thirty-nine
Section IV appointment of accounting firm thirty-nine
Chapter X notice and announcement forty
Section I notice forty
Section II announcement forty-one
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation forty-two
Chapter XII amendment of the articles of Association 44 Chapter XIII Supplementary Provisions forty-four
Monalisa Group Co.Ltd(002918) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Monalisa Group Co.Ltd(002918) (hereinafter referred to as 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, the regulations of the people’s Republic of China on the administration of company registration and other relevant laws and regulations.
The company was established in the form of overall change, registered with Foshan market supervision and Administration Bureau and obtained the business license. The unified social credit code is 91440 Bright Real Estate Group Co.Limited(600708) 114839j.
Article 3 on November 17, 2017, the company issued 39.43 million RMB ordinary shares to the public for the first time with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2017] No. 2103, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on December 19, 2017. Article 4 registered name of the company: Monalisa Group Co.Ltd(002918) .
English name of the company: monalisagroupco, LTD.
Article 5 company domicile: Xiqiao Zhejiang China Light & Textile Industrial City Group Co.Ltd(600790) Industrial Park, Nanhai District, Foshan City, postal code: 528211. Production and operation place of the company: Taiping Industrial Zone (Office), Xiqiao Town, Nanhai District, Foshan City
Article 6 the registered capital of the company is 4145029 million 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. The company, shareholders, directors and supervisors can sue the 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 president (General Manager), vice president, Secretary of the board of directors and person in charge of finance.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: integrity, pragmatism, innovation and efficiency, beautify buildings and living space, and create greater value for employees, customers and society.
Article 13 after being registered according to law, The business scope of the company is: “processing and manufacturing: ceramic products; sales: ceramics and raw materials, packaging materials, building materials, mechanical equipment, plumbing equipment, hardware accessories, chemical raw materials (excluding dangerous goods); indoor and outdoor decoration engineering (operating with valid qualification certificate) ； Storage of general goods; Logistics auxiliary services; Provide computer system integration services; Computer maintenance; Import and export of goods and Technology (projects prohibited by laws and administrative regulations shall not be operated; projects restricted by laws and administrative regulations shall 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 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 is 1 yuan per share.
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, it issues 102.19 million RMB ordinary shares to the promoters. The details of the promoters and the number of shares subscribed are as follows:
Serial number name of sponsor shareholder number of shares subscribed (shares) shareholding ratio
1 Xiao Hua 4905120048
2 Huo Rongquan 2248180022
3 Deng Qitang 1532850015
4 Cheung Chi Kang 1532850015
Total 10219 Shenzhen Ecobeauty Co.Ltd(000010) 0
Article 19 the total number of shares of the company is 4145029 million, all of which are ordinary shares.
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.
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be handled in accordance with the provisions of laws, administrative regulations, departmental rules and other documents and the instructions for the raising of convertible corporate bonds.
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 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) 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.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of the exchange;
(II) method of offer;
(III) other methods approved by 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 paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 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 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 three years.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law and the stock listing rules of Shenzhen Stock Exchange.
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 Shenzhen 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.
If the shareholders of the company have a longer-term commitment to transfer restrictions on the shares of the company, their commitment shall prevail.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after they buy them, or buy them again within 6 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, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, 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.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 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 31 the meeting of the company
