constitution
catalogue
Chapter III General principles and business scope
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 and other relevant provisions (hereinafter referred to as the “company”).
The company is established by way of sponsorship in accordance with the provisions of the company law; Registered with Zhejiang market supervision and Administration Bureau and obtained a business license, the unified social credit code is 91330183679858889h.
Article 3 the company was approved by Shenzhen Stock Exchange (hereinafter referred to as “SZSE”) on February 2, 2021 and registered with China Securities Regulatory Commission [2021] No. 2314 document on July 6, 2021. It issued 39 million ordinary shares of RMB to the public for the first time and was listed on the gem of SZSE on September 6, 2021.
Article 4 registered name of the company:
Full Chinese Name: Zhang Xiaoquan Inc(301055)
Full English Name: Zhang Xiaoquan Inc
Article 5 company domicile: No. 8, Wuxing Road, Dongzhou street, Fuyang District, Hangzhou City, Zhejiang Province, postal code: 311401.
Article 6 the registered capital of the company is 156 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 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers 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.
Chapter II business purpose and scope
Article 12 business purpose of the company: the company adheres to the ancestral training of good steel and precision, deeply practices the Zhang Xiaoquan Inc(301055) all-round quality development concept, targets the international leading industrial standards, leads the development trend of the industry, and realizes the multi-dimensional improvement of the interests of the society, shareholders, customers and employees through continuous efficiency operation.
Article 13 after registration according to law, the business scope of the company: general items: manufacturing of metal daily necessities; Metal tool manufacturing; Household goods manufacturing; Manufacturing of household appliances; Daily wood products manufacturing; Daily ceramic products manufacturing; Daily glass products manufacturing; Manufacturing of daily chemical products; Manufacturing of daily sundries; Bamboo products manufacturing; Manufacturing of rubber products; Plastic products manufacturing; Wholesale of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Wholesale of cosmetics; Sales of daily necessities; Sales of daily necessities; Sales of daily necessities; Sales of metal tools; Household goods sales; Sales of household appliances; Sales of daily chemical products; Sales of plastic products; Cosmetics retail; Food sales (only pre packaged food); Internet sales (except sales of goods requiring license); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Organize cultural and artistic exchange activities; Brand management; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license). Licensed items: cosmetics production (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
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 ordinary 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 the company is a joint-stock company established by the former Hangzhou Zhang Xiaoquan Inc(301055) Industrial Development Co., Ltd. according to the overall change of the audited book net asset value converted into shares as of November 30, 2017. Each promoter of the company takes the net assets corresponding to the equity of Hangzhou Zhang Xiaoquan Inc(301055) Industrial Development Co., Ltd. held by him as the capital contribution. When a joint stock company is established, the promoters and the number of shares they subscribe for and the way of capital contribution are as follows:
Name of initiator number of shares subscribed (10000 shares) contribution method
Hangzhou Zhang Xiaoquan Inc(301055) Group Co., Ltd. 800000 net assets converted into shares
Hangzhou Rongquan investment partnership (limited partnership) 151624 net assets converted into shares
Jinyan 469.17 net assets converted into shares
Wanfeng Jinyuan Investment Co., Ltd. converted 200.00 net assets into shares
200.00 net assets of Shanghai Junyao (Group) Co., Ltd. converted into shares
Yadong Beichen Investment Management Co., Ltd. 200.00 net assets converted into shares
Tibet Wensheng JINDA Investment Co., Ltd. 200.00 net assets converted into shares
Chen Dejun 200.00 net assets converted into shares
Yu Buxiao 200.00 net assets converted into shares
Zhang Mulan 140.00 net assets converted into shares
Wanzhimei 115.83 net assets converted into shares
Hangzhou Zhenquan investment partnership (limited partnership) 98.76 net assets converted into shares
Wang Wenjie 50.00 net assets converted into shares
Ding Guoqi 50.00 net assets converted into shares
Zhou Guangtao 50.00 net assets converted into shares
Bai Tao 10.00 net assets converted into shares
Total 1170000–
Article 19 the total number of shares of the company is 156 million, with a par value of RMB 1 per share, all of which are ordinary shares.
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 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 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) necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests;
(VII) other circumstances permitted by laws and administrative regulations.
Except for the above circumstances, the company shall not carry out the acquisition of shares of the company.
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 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 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.
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 the shares of the company held by them and their changes to the company. 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 held by them; 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 shareholders, directors, supervisors and senior managers who hold more than 5% of the company’s shares sell their shares or other equity securities of the company 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 their proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the China Securities Regulatory Commission.
Directors, supervisors and senior executives referred to in the preceding paragraph
