Shanghai Guanlong valve energy saving equipment Co., Ltd
constitution
(Draft)
May, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders 4 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 the general meeting of shareholders 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 twenty-five
Section I supervisors Section 2 board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system 28 section 2 profit distribution policy Section III internal audit Section IV appointment of accounting firm Chapter IX notices and announcements Section 1 notice Section II 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 34 Chapter XII Supplementary Provisions thirty-five
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 Shanghai Guanlong valve energy saving equipment Co., Ltd. (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions. Shanghai Guanlong Valve Machinery Co., Ltd. initiated the establishment of the company and changed it into a joint stock limited company as a whole; The company was registered with Shanghai market supervision administration and obtained the business license with the unified social credit code of 9131 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 7206531e.
Article 3 the company issued [] 10000 ordinary shares in RMB to the public for the first time after being reviewed by Shenzhen Stock Exchange and registered and approved by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on mm / DD / yyyy, and was listed on the gem of Shenzhen Stock Exchange on mm / DD / yyyy.
Article 4 registered name of the company: Shanghai Guanlong valve energy saving equipment Co., Ltd
English name of the company: Shanghai Karon eco Valve Manufacturing Co., Ltd
Article 5 domicile of the company: No. 815, Deyuan Road, Nanxiang Town, Jiading District, Shanghai
Postal Code: 201804
Article 6 the registered capital of the company is RMB [] 0000 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, 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 general factory director, business director, deputy general manager, Secretary of the board of directors, person in charge of Finance and other personnel confirmed as senior managers by resolution of the board of directors.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to make use of advanced production equipment, independent research and development of enterprises and good operation and management methods to obtain better economic benefits.
Article 13 with the approval of the company registration authority, the business scope of the company is: general items: production, processing proportion, low-power pneumatic control valve and other control valves of servo hydraulic technology, electronic water meter, intelligent meter reading monitoring system of tap water meter, flowmeter, fire fighting equipment and other related products, as well as the processing of various mechanical castings and the manufacturing of mechanical and electrical equipment, Sell the company’s self-produced products, as well as the wholesale, import and export business of similar commodities of the above products, commission agency (except auction) and relevant supporting business (not involving state-owned trade management commodities; if involving quota and license management commodities, apply in accordance with the relevant provisions of the state). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
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 shall be indicated in RMB, and the par value of each share shall be RMB 1.
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 limited company established by the overall change of Shanghai Guanlong Valve Machinery Co., Ltd. in the form of initiation. The promoters of the company are all 2 Shareholders of Shanghai Guanlong Valve Machinery Co., Ltd. listed in the table below. The total number of ordinary shares issued at the time of the company’s overall change and establishment is 125674290 shares, with a par value of RMB 1.00 per share, which are fully subscribed by the promoters of the company.
When the company is changed and established as a whole, the number of shares and shareholding ratio of the company subscribed by the promoters are as follows:
Serial number name shareholding amount (share) shareholding proportion contribution time contribution form
1 Karon holding company 11310686190.00% of 2020 / 4 / 22 net assets
Limited
2. Fulakai consulting (Shanghai) Co., Ltd. 1256742910.00% net assets on April 22, 2020
Total 125674290100% —
The above-mentioned promoters paid their capital contributions in full when the company was established.
On mm / DD / yyyy, the company issued [] 10000 shares to the public for the first time after being reviewed by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission.
Article 19 the total number of shares of the company is [] 10000 shares, 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) 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 will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) 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 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 its own shares in accordance with Article 23, if it falls under item (I) of paragraph 1, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV) of paragraph 1, it shall be transferred or cancelled within 6 months. In the case of items (III), (V) and (VI) of paragraph 1, 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 from the date of completion of the repurchase.
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 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 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.
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 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, 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, 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 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 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) to the company
