Zhejiang Tiantie Industry Co.Ltd(300587)
constitution
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares two
Section 1 issuance of shares two
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section 2 profit distribution thirty-three
Section III internal audit thirty-six
Section IV appointment of accounting firm 37 Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-one
text
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 Zhejiang Tiantie Industry Co.Ltd(300587) (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 established by Zhejiang Tiantie Industrial Co., Ltd. in accordance with the company law and other relevant provisions.
Article 3 the company is established by initiation, registered with Zhejiang Administration for Industry and commerce, obtained a business license, and the unified social credit code is 9133100075709503xc.
Article 4 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, establishes the party’s working organization, and is equipped with party affairs staff. The party’s organizational structure and staffing are included in the company’s management organization and staffing, and the party’s organizational work funds are included in the company’s budget and disbursed from the company’s management expenses. Party organizations play a political core role in the company.
Article 5 with the approval of China Securities Regulatory Commission (hereinafter referred to as CSRC) on December 2, 2016, the company issued 26000000 RMB common shares to the public for the first time. Among them, the company issued 26 million domestic shares subscribed in RMB to domestic investors, which were listed on Shenzhen Stock Exchange on January 5, 2017.
Article 6 registered name of the company: Zhejiang Tiantie Industry Co.Ltd(300587)
Full Chinese Name: Zhejiang Tiantie Industry Co.Ltd(300587)
Full English Name: Zhe Jiang Tiantie Industry Co., Ltd
Article 7 domicile of the company: No. 928, Renmin East Road, Tiantai County
Postal Code: 317200
Article 8 the registered capital of the company is RMB 628013754.
Article 9 the company is a permanent joint stock limited company.
Article 10 the chairman is the legal representative of the company.
Article 11 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their subscribed shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 12 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 13 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 14 the company’s business purpose is to follow the national laws, regulations and policy guidance, adopt advanced technology and scientific management methods, improve product quality, develop and produce new products, improve economic benefits, and actively participate in global market competition, so as to strive to build a modern enterprise with economies of scale, advanced level and strong competitiveness, Open up broad development space for the company and employees, provide high-quality products and services for the market, and create good value and return for shareholders.
Article 15 after registration according to law, the business scope of the company is: rubber damping pad, embedded rubber crossing plate, polyester pad, Railway rubber pad, rubber spring, rail vibration absorber, steel spring floating plate, damping pad floating plate, waterproof material, anti-seismic hanger, conveyor belt, rubber and rubber products, rubber metal products, plastic products, sealing products, sound insulation materials (including sound absorption plate) Technical development, technical consultation and testing services, production, integration, sales and installation of railway equipment, bridge bearings, building bearings, vibration reduction and isolation products, prefabricated sleepers, concrete components and building components, construction of crossings and barriers, sales of rails, turnouts, building materials and coatings, road and bridge construction, construction engineering construction, special equipment for environmental protection R & D, manufacturing, sales and installation of electromechanical equipment and energy-saving equipment, and engaged in import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
The shares issued by the company shall be centrally deposited by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Article 19 the promoters of the company are: Wang Meiyu, Xu Jiding, Xu kongbin, Xu Jizhuan, Xu Yinbin, Xu Liyan, Chengdu Dacheng Investment Co., Ltd., Xu Jimao, Xu Shide, Ma Zhenyu, Wang Lianqi, CHEN Ye, Yang Guojian, Zhu Jianzhong, Yang Taifeng, Xu Xiuhua, Liu Yingming, Feng Yan, Zheng Shuanglian, Lu Lingxiao, Xu Shiyu, Zhou Xiaoyang, fan Qiang, Zhai Xiaoyu, Zheng Wenmeng Wei Xiue, Qiu yinqian, Zhang Yongfu, Zheng Chengqiang, Xu Kongsheng, Ding Jian, Tang Xiaoming.
Article 20 the names of the promoters, the number of shares subscribed, the mode of capital contribution, the time of capital contribution and the proportion of capital contribution are as follows:
No. name of initiator number of shares held (10000 shares) contribution method contribution time shareholding ratio (%)
1. Wang Meiyu 2108.72 net assets 2011.1030.6500
2 Xu Jiding 1581.57 net assets 2011.1022.9880
3. Net assets of Xu kongbin: 2011.1011.4940
4 Xu Jizhuan 461.17 net assets 2011.106.7030
5. Xu Yinbin 395.39 net assets 2011.105.7470
6 Xu Liyan 395.39 net assets 2011.105.7470
7 Chengdu Dacheng Investment Co., Ltd. 263.57 net assets 2011.103.8310
8. Xu Jimao 190.51 net assets 2011.102.7690
9 Xu Shide 180.53 net assets 2011.102.6240
10 Ma Zhenyu 150.26 net assets 2011.102.1840
11 Wang Lianqi 40.04 net assets 2011.100.5820
12 chenye 30.07 net assets 2011.100.4370
13 Yang Guojian 30.07 net assets 2011.100.4370
14 Zhu Jianzhong 30.07 net assets 2011.100.4370
15. Yang Taifeng 30.07 net assets 2011.100.4370
16 Xu Xiuhua 30.07 net assets 2011.100.4370
17 Liu Yingming 15.00 net assets 2011.100.2180
18 Feng Yan 10.04 net assets 2011.100.1460
19 Zheng Shuanglian 10.04 net assets 2011.100.1460
20 Lu Lingxiao 10.04 net assets 2011.100.1460
21 Xu Shiyu 10.04 net assets 2011.100.1460
22 weeks Xiaoyang 10.04 net assets 2011.100.1460
23 fan Qiang 10.04 net assets 2011.100.1460
24 Zhai Xiaoyu 10.04 net assets 2011.100.1460
25 Zheng Wenmeng 10.04 net assets 2011.100.1460
26 Wei Xiue 10.04 net assets 2011.100.1460
27 Qiu yinqian 10.04 net assets 2011.100.1460
28 Zhang Yongfu 10.04 net assets 2011.100.1460
29 Zheng Chengqiang 10.04 net assets 2011.100.1460 30 Xu peacock 10.04 net assets 2011.100.1460
31 xukong province 10.04 net assets 2011.10
