Guangdong Tapai Group Co.Ltd(002233)
constitution
Revised in March 2002
catalogue
Page number
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders 9 Chapter V board of Directors Chapter VI managers and other senior managers 39 Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Chapter XI amendment of the articles of Association 57 Chapter XII Supplementary Provisions fifty-seven
Guangdong Tapai Group Co.Ltd(002233) articles of Association
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 (hereinafter referred to as “the company”) established by an overall change of a limited liability company in accordance with the company law and other relevant provisions.
The company was registered with the market supervision and Administration Bureau of Meizhou City, Guangdong Province and obtained a business license. The unified social credit code of the business license is 9144140061792844xn. Article 3
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 11, 2008, the company issued 100 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on May 16, 2008. Article 4
Registered name of the company: Guangdong Tapai Group Co.Ltd(002233)
[full Chinese name]: Guangdong Tapai Group Co.Ltd(002233)
[Full English name]: Guang Dong tapaigroupco, LTD.
Article 5
Company domicile: Jiaocheng town (tapai building), Jiaoling County, Meizhou City, Guangdong Province
Postal Code: 514199 Article 6
The registered capital of the company is 1192275016 yuan. Article 7
The company is a permanent joint stock limited company. Article 8
The chairman or general manager is the legal representative of the company. Article 9
All the assets of the company are divided into equal shares. The shareholders are liable to the company to the extent of the shares they subscribe for, and the company is liable for the debts of the company to the extent of all its assets. Article 10
From the effective date, the articles of association has 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
Chief engineer. Article 12
The company establishes a Communist Party to organize and carry out party activities in accordance with the provisions of the constitution 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
Business purpose of the company: abide by and implement the company law and other relevant laws and regulations, operate according to law and pay taxes according to regulations; Adhere to the principle of “seeking progress while maintaining stability and effective growth”, take the development of cement as the main industry, market as the center, science and technology as the support and management as the basis, protect the environment, clean production and realize circular economy and sustainable development. Article 14
After registration according to law, the business scope of the company: manufacturing cement and cement clinker; Manufacturing, processing and sales: building materials, cement machinery and parts, metal materials; Warehousing and freight transportation; High tech research and development and comprehensive technical services; Providing commodity information services online; Real estate operation (with real estate qualification certificate); Power generation, transmission and power supply business; The following projects are limited to branches: Mining and sales: limestone, clay and iron powder; Waste water, waste gas, solid waste and environmental treatment and technology and development; Industrial waste collection and disposal; Domestic waste treatment; Recycling and reproduction of construction waste; Comprehensive utilization and R & D of renewable resources; Collection and utilization of waste mineral oil and waste containing waste mineral oil (excluding hazardous chemicals).
Chapter III shares
Section 1 share issuance
Article 15
The shares of the company take 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 kind 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. Article 18
The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 19
Zhong liehua, Zhang Nengyong, Xu Yongshou, Peng Qian, Huang Caiqing and Lu Qing, the shareholders of Guangdong Guangdong Tapai Group Co.Ltd(002233) Co., Ltd., are the promoters of the company, and the audited net assets of Guangdong Guangdong Tapai Group Co.Ltd(002233) Co., Ltd. (the base date is December 31, 2006) of 46641893083 yuan is taken as the capital contribution. The company is changed and established as a whole. At the time of establishment, the promoters and their respective subscribed shares The proportion of capital contribution is as follows:
Number of shares subscribed by promoters (10000 shares) contribution ratio (%)
Zhong liehua 900030
Zhang Nengyong 735024.5
Xu Yongshou 735024.5
Peng Qian 570019
Huang Caiqing 300 1
Lu Qing 300 1
Total 3 Shenzhen Ecobeauty Co.Ltd(000010) 0
Article 20
The total number of shares of the company is 119275016, all of which 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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 23
The company can 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 acquire its own shares. However, except under any of the following circumstances:
（1） 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 the merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests. Article 25
The company may purchase its own shares by means of public centralized trading, or other means 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. Article 26
The company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association 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 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 27
The shares of the company may be transferred according to law. Article 28
The company does not accept the company’s shares as the subject matter of the pledge. Article 29
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 term of office, 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 30
Shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six 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, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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 31
The company establishes a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is a sufficient basis 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 32
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 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 33
Shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares; （7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 34
Where a shareholder proposes to consult the relevant information or request information mentioned in the preceding article, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder. Article 35
If the resolution of the general meeting of shareholders or the board of directors of the company violates laws and administrative regulations, the shareholders have the right to request the people’s court to determine it invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court within 60 days from the date of making the resolution
