Ningbo Jialian Technology Co., Ltd
constitution
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares five
Section II increase, decrease and repurchase of shares six
Section III share transfer eight
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fifteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders eighteen
Section VI voting and resolutions of the general meeting of shareholders twenty-one
Chapter V board of Directors twenty-six
Section 1 Directors twenty-six
Section II board of Directors twenty-nine
Chapter VI senior management Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors thirty-six
Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-four
Section III appointment of accounting firm forty-four
Chapter IX notices and announcements forty-four
Section I notice forty-four
Section 2 Announcement forty-five
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation forty-seven
Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions forty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Ningbo Jialian Technology Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company, 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, Formulate the articles of association.
Article 2 the company is a joint stock limited company established by Ningbo Jialian Plastic Technology Co., Ltd. according to the overall change of the audited book net assets into shares in accordance with the company law and other relevant regulations. It was registered in Zhenhai Branch of Ningbo Administration for Industry and Commerce on August 7, 2009 and obtained a business license with the registration number of 330211000041439.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 22, 2021, issued 30 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 9, 2021. The total number of shares of the company is changed to 120 million shares.
Article 4 the Chinese name of the company: Ningbo Jialian Technology Co., Ltd; English Name: Ningbo homelinkeco iTech Co., Ltd.
Article 5 company domicile: No. 296, Xingpu Road, Shupu Town, Zhenhai District, Ningbo City, postal code: 315207.
Article 6 the registered capital of the company is 120 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, 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, and shareholders can sue directors, supervisors, general manager and other senior managers and shareholders of the company.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to develop and manufacture new materials and household products that are more environmentally friendly, safer and cost-effective, so as to reduce carbon emissions and carbon footprint.
Article 13 after registration according to law, the business scope of the company is: general projects: research and development of bio based materials technology; Mechanical equipment; Research and development of kitchenware, sanitary ware and daily sundries; Plastic products manufacturing; Bio based material manufacturing; Household goods manufacturing; Paper products manufacturing; Manufacturing of paper and paperboard containers; New material technology promotion services; Metal commodity manufacturing; Manufacturing of maternal and infant products; Toy manufacturing; Sales of daily necessities; Wholesale of daily necessities; Sales of plastic products; Technology import and export; Import and export of goods; Import and export agency; Daily wood products manufacturing; Sales of wood products for daily use (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: production of food paper packaging and container products; Production of plastic packaging containers and tool products for food; Production of sanitary articles and disposable medical articles; Printing of packaging and decoration printed materials (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). (the business premises of the branch are located at No. 269, Chuanpu Road, Ningbo Petrochemical Economic and Technological Development Zone; No. 2888, Zhenpu Road, Ningbo Petrochemical Economic and Technological Development Zone)
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, 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 when the company was established as a joint stock limited company by Ningbo Jialian Plastic Technology Co., Ltd. according to the overall change of the audited book net assets into shares, the total number of common shares was 90 million, with a par value of RMB 1 per share. The names of the promoters, the number of shares subscribed, the shareholding ratio, the method and time of capital contribution are as follows:
Serial No. number of shares subscribed by the initiator shareholding ratio contribution method contribution time
(10000 shares) (%)
1 Wang Xiong 4939.0554.88 net assets converted into shares January 31, 2017
2 Zhang Sanyun 202522.5 net assets converted into shares January 31, 2017
Ningbo Zhenhai Gold Plastic Co., Ltd
3. Equity investment management partnership 90010 net assets converted into shares enterprise (limited partnership) on January 31, 2017
4 Zhao Jianguang 6757.5 net assets converted into shares January 31, 2017
5 Cai Liyong 3153.5 net assets converted into shares January 31, 2017
6 Lin Huiqin 145.951.62 net assets converted into shares January 31, 2017
Total 9000100 –
Article 19 the total number of shares of the company is 120 million, all of which are ordinary shares in RMB.
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） 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;
（5） Use the shares to convert the corporate bonds issued by the company 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 Where the company purchases its shares due to the circumstances specified in Item (I) and item (2) of paragraph 1 of Article 23 of the articles of association, it shall be resolved by 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 (including preferred shares) of the company held by them 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 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 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 they buy them, or buy them again within 6 months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale 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 the company shall hold a general meeting of shareholders and distribute shares
