DEA Co., Ltd
constitution
December, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares 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 nine
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-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
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 39 Chapter IX notices and announcements forty
Section I notice forty
Section 2 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-five
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 DEA Co., Ltd. (hereinafter referred to as 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 provisions.
The company was changed and established by the predecessor Shenzhen dairui Jewelry Co., Ltd. according to law, and the original shareholder of Shenzhen dairui Jewelry Co., Ltd. is the initiator of the company; The company was registered with Shenzhen market supervision administration and obtained the business license (Unified Social Credit Code: 914403005538802391) on July 31, 2019.
Article 3 the company was registered with the consent of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 16, 2021, issued RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 15, 2021.
Article 4 registered name of the company: DEA Co., Ltd
English Name: Dr Corporation Limited
Article 5 company domicile: unit 306, podium building, Luohu investment holding building, No. 112, Qingshuihe 1st Road, Qingshuihe community, Qingshuihe street, Luohu District, Shenzhen
Article 6 after the initial public offering of shares, the registered capital of the company is RMB 400.01 million.
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, 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 company’s deputy general manager, the Secretary of the board of directors, the person in charge of finance, the chief financial officer and other personnel confirmed by the board of directors.
Chapter II business purpose and scope
Article 12 business purpose of the company: the company takes “making love better” as its mission and inherits the love viewpoint of “one life, one heart and one mind”. Since the birth of the brand, the company has interpreted the brand concept of “life, only and true love” with the customization mode of “men can only customize one in their life”, selected global diamond for each pair of true love lovers, pursued the ultimate ingenuity, demanded the perfection of love keepsake, committed to the dissemination and witness of true love, and encouraged everyone to have the courage to pursue true love, Advocate the true love belief of “love one person with all your life” and strive to “become the leader of global true love culture”.
Article 13 after registration according to law, the business scope of the company is: general business items: jewelry, diamond, platinum, gold, silver, diamond inlay and the design, wholesale, retail and maintenance of its accessories; Jewelry technology development and technical services; Corporate brand planning consulting; Enterprise management consulting; Cosmetics, perfume, home furnishing, flowers, leather products, clothing and accessories, shoes and hats, knitwear, bags, watches and clocks, stationery, handicrafts, and other gifts, wholesale, retail and maintenance. Planning of cultural activities; Exhibition planning; Proposal planning, wedding planning and wedding etiquette services; Leasing and sales of wedding dresses and wedding supplies; Stage construction; Leasing of stage equipment; Cosmetic services; Car Rental; Sales, technology development and technology transfer of electronic products; Online trade (excluding restricted items); Information consultation (tourism agent); China Trade (excluding exclusive, exclusive and controlled commodities); Operate import and export business (except for the projects prohibited by the above laws, administrative regulations and decisions of the State Council, the restricted projects can be operated only after obtaining permission, and the projects subject to approval according to law can be operated only after being approved by relevant departments). Licensed business items: Wholesale and retail of prepackaged food (including refrigerated and frozen food); Domestic and foreign tourism services (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission).
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; For the shares subscribed by any unit or individual, the same price shall be paid 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 when the company is established, 360 million shares shall be issued to the promoters, and the promoters and their shareholding ratio are as follows:
No. name of initiator number of shares (10000 shares) shareholding ratio (%) contribution method
1. Shenzhen DEA Investment Co., Ltd. 34200000095.00 net assets converted into shares
2. Net assets of Wendi No. 1 Investment Management Co., Ltd. of Gongqingcheng 72000002.00 converted into shares
Management partnership (limited partnership)
3. Share conversion of net assets of Wendi No. 2 investment management of Gongqingcheng 72000002.00
Management partnership (limited partnership)
4. Share conversion of net assets of 36000001.00 of Wendi No. 3 investment management of Gongqingcheng
Management partnership (limited partnership)
Total 360000000100.00 –
Article 19 on September 16, 2021, the company was registered with the consent of the CSRC and issued 40010000 RMB ordinary shares to the public for the first time, and the total number of shares of the company increased to 400010000.
All the shares issued by the company are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the company’s creditor’s rights issued by the company that can be converted into shares;
（6） It is necessary for the company to maintain its value and shareholders’ equity.
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 recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company’s acquisition of its shares under the circumstances specified in items (I) and (II) 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 under the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 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 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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 company’s shares 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 number of shares of the same type 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.
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 resulting income belongs to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the sole agency purchase of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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, 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 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 convenes the 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 32 shareholders of the company enjoy the following rights:
(i) Obtain dividends and other benefits in accordance with the shares held by them
