Zhejiang Xcc Group Co.Ltd;(603667)
constitution
Revised in February 2002
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 seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-nine
Section III appointment of accounting firm 40 Chapter IX notices and announcements forty
Section I notice forty
Section II announcement Chapter X 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 Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-four
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant laws and regulations.
The company is a joint stock limited company established in the form of overall change; The company is registered with Zhejiang market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91330 Wuchan Zhongda Group Co.Ltd(600704) 507918p.
Article 3 after being approved by the CSRC on September 23, 2016, the company issued 50.6 million RMB ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on October 25, 2016.
Article 4 registered name of the company:
Chinese: Zhejiang Xcc Group Co.Ltd;(603667)
English: Zhejiang Xcc Group Co., Ltd
Group name: Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) group
Article 5 company domicile: No. 199 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province
Postal Code: 312500
Article 6 the registered capital of the company is 301173285 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 shall be legally binding on 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 senior managers mentioned in the articles of association are the general manager, deputy general manager, financial director, chief engineer and Secretary of the board of directors.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to make rational and effective use of the property invested by shareholders, implement advanced scientific management, meet the needs of the market, create the best economic benefits and contribute investment benefits to shareholders.
Article 13 business scope of the company: permitted business items: none. General business items: production and sales: bearings and accessories, auto parts, hardware, lathe parts; Import and export of goods and Technology (the above business scope does not include projects prohibited, restricted and licensed by national laws and regulations). (the above business scope shall be subject to the approval of the administrative department for Industry and Commerce)
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 RMB 1.00 per share.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Zhang Feng, Wang Xueyong, Yu Yuelei, Xinchang bluestone investment partnership (limited partnership), Zhang Yu, Nanjing Iron & Steel Co.Ltd(600282) , Shanghai Fosun Chuangfu equity investment fund partnership (limited partnership), Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Investment Co., Ltd., Shenzhen senderi equity investment fund partnership (limited partnership) Zhejiang red earth Venture Capital Co., Ltd., Yu Yunfeng, Zhang Tianzhong, Shenzhen Innovation Investment Group Co., Ltd., Pan Qi, Xie Qingbao, Zhang Hong, Li Ye, Zhang Shengcui, Zhang Shengcui, Zhejiang Xcc Group Co.Ltd;(603667) , and Zhejiang Xcc Group Co.Ltd;(603667) , when the Zhejiang Group Co., Ltd. was changed to Their respective contributions are converted into shares with their audited net assets in Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Co., Ltd., and their contributions have been verified by the capital verification report (tjy [2012] No. 419) issued by Tianjian Certified Public Accountants (special general partnership) on December 16, 2012.
When the company is changed into a joint-stock company as a whole, the shareholding of the promoters is as follows: Zhang Feng holds 53554710 shares, Wang Xueyong holds 20144798 shares, Yu Yuelei holds 14832014 million shares, Xinchang bluestone investment partnership (limited partnership) holds 8235150 million shares, Zhang Yu holds 7523723 million shares Nanjing Iron & Steel Co.Ltd(600282) holds 6072000 shares of the company, Shanghai Fosun Chuangfu equity investment fund partnership (limited partnership) holds 5768400 shares, Zhejiang Zhejiang Xcc Group Co.Ltd;(603667) Group Investment Co., Ltd. holds 53130000 shares, Shenzhen senderi equity investment fund partnership (limited partnership) holds 5313000 shares Zhejiang red earth Venture Capital Co., Ltd. holds 4 million 554 thousand shares of the company, Yu Yunfeng holds 3 million 795 thousand shares of the company, Zhang Tianzhong holds 3 million 586 thousand and 275 shares of the company, Shenzhen Innovation Investment Group Co., Ltd. owns 3 million 36 thousand shares of the company, Pan Qi holds 2 million 277 thousand shares of the company's shares, and Xie Qingbao holds 2 million 277 thousand shares of the company's shares. Zhang Hong holds 16394400 shares, Li Ye 1214400 shares, Zhang shengcui 910800 shares, Wang Mingzhou 796950 shares, Liu Yu 379500 shares, Gao Jun 303600 shares and Zhang Xia 273240 shares.
Article 19 the total number of shares of the company is 301173285, all of which are ordinary shares in RMB.
Article 20 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 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 stipulated by laws and administrative regulations.
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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
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 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; 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 may adopt the resolution of the board meeting attended by more than two-thirds 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.
After the listing of the company's shares is terminated, the company's shares enter the agency share transfer system to continue trading.
The general meeting of shareholders of the company shall not modify the provisions of the preceding paragraph in the articles of association.
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 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; Within 12 months after the declaration of leaving office, the number of shares of the company sold through the stock exchange shall not exceed 50% of the total number of shares of the company held by them.
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 within 6 months after buying them, or buy them again within 6 months after selling them. 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 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 and maintain 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 31 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 directors shall
