Quakesafe Technologies Co.Ltd(300767)
constitution
March 2002 amendment
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section 2 independent directors twenty-seven
Section III board of Directors twenty-nine
Section IV Special Committee of the board of Directors thirty-four
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors thirty-seven
Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-two
Section III appointment of accounting firm forty-two
Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement forty-three
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-seven
Quakesafe Technologies Co.Ltd(300767) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Quakesafe Technologies Co.Ltd(300767) (hereinafter referred to as “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.
The company is wholly changed and established by Yunnan Zhen’an Damping Technology Co., Ltd; Registered with Yunnan Administration for Industry and Commerce and obtained a business license. The unified social credit code is 9153 Shenzhen Overseas Chinese Town Co.Ltd(000069) 7991018h.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 1, 2019, the company issued 20 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on March 29, 2019.
Article 4 the registered Chinese name of the company is Quakesafe Technologies Co.Ltd(300767) . The English name of the company is: quakesafe Technologies Co., Ltd
Article 5 company domicile: plots d-2-4-1 and d-2-4-2, Kunming International Printing and Packaging City, Guandu District Industrial Park, Kunming, postal code: 650217.
Article 6 the registered capital of the company is RMB 201.6 million.
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 their shares, 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 shall be legally binding on 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 deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other personnel determined by the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: let Lbx Pharmacy Chain Joint Stock Company(603883) live in a safer house in the earthquake.
Article 13 after being registered according to law, the business scope of the company is: rubber vibration reduction and isolation products, rubber isolation bearings, metal vibration reduction and isolation products, bridge bearings, bridge vibration reduction and isolation products, rubber vibration reduction products, metal vibration reduction products, anti-seismic support and hanger system, relevant matching products of vibration reduction and isolation buildings, speed energy dissipation, displacement energy dissipation, composite energy dissipation, tuned mass energy dissipation, metal structure, hydraulic power machinery and components Manufacturing, production, sales, research, design, maintenance, installation, technical consultation and technical services of other metal products for construction and safety and other rubber products; Undertake building structure reinforcement, transformation, steel structure engineering construction and electromechanical equipment installation; China’s trade and material supply and marketing; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The company can adjust its business scope according to the market orientation, the needs of business development and its own ability, and go through the relevant change registration procedures according to the regulations. The final business scope shall be subject to the approval result of the competent department. 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.
Article 17 the shares issued by the company shall be centrally deposited in China Securities Depository and Clearing Co., Ltd. Article 18 the company is changed from its predecessor Yunnan Zhen’an shock absorption technology Co., Ltd. into a joint-stock company. At the time of establishment, the total number of ordinary shares issued to the promoters is 60 million. The names of the promoters, the number of shares held, the proportion of shares held and the mode of capital contribution are shown in the following table:
Shareholding amount shareholding proportion serial number sponsor contribution method
(shares) (%)
1. Beijing Huachuang Sanxin Investment Management Co., Ltd. 16559235 net assets converted into shares 275987
2. Beijing Fengshi joint investment fund (limited partnership) 7425001 net assets converted into shares of 123750
3. Shenzhen Ping An Innovation Capital Investment Co., Ltd. Shanghai Pudong Development Bank Co.Ltd(600000) 0 net assets converted into shares of 100000
4. Guangfa Xinde Investment Management Co., Ltd. 4499998 net assets converted into shares of 7.5000
5. Kunming Zhongjin renheyi investment partnership (limited partnership) 1574999 net assets converted into shares of 2.6250
6. 675002 net assets of bailitai (Beijing) Investment Co., Ltd. converted into shares of 1.1250
7. Li Tao 15792365 net assets converted into shares 263206
8 pan Wen 1774204 net assets converted into shares 2.9570
9. Net assets of gaofengzhi 1182803 converted into shares of 1.9713
10 Liao Yunkun 1025095 net assets converted into shares 1.7085
11 Zhao Ying 946242 net assets converted into shares 1.5771
12 Liang Han 591401 net assets converted into shares 0.9857
13 Zhang Zhiqiang 524376 net assets converted into shares 0.8740
14. Longyungang 398250 net assets converted into shares 0.6638
15 Zhang Xue 343013 net assets converted into shares 0.5717
16 Liu Xingheng 230646 net assets converted into shares 0.3844
17 Han Xunian 197134 net assets converted into shares 0.3286
18 Liu Yingchun 130128 net assets converted into shares 0.2168
19 Tiejun 65054 net assets converted into shares 0.1084
20 Yin Aoshuang 65054 net assets converted into shares 0.1084
Total 600 Ping An Bank Co.Ltd(000001) 00
Article 19 the total number of shares of the company is 201.6 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 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.
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the changes in the company’s share capital caused by the conversion shall be handled in accordance with the provisions of laws, administrative regulations, departmental rules and other relevant documents and the provisions of the company’s statement on the offering of convertible corporate bonds.
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) decrease of 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;
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