Changchun Engley Automobile Industry Co.Ltd(601279)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 49 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 54 Chapter XI amendment of the articles of Association 57 Chapter XII Supplementary Provisions fifty-eight
Changchun Engley Automobile Industry Co.Ltd(601279)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Changchun Engley Automobile Industry Co.Ltd(601279) (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”) and other relevant provisions.
Article 2 the company is a joint stock limited company established by Changchun Changchun Engley Automobile Industry Co.Ltd(601279) Industry Co., Ltd. in accordance with the company law and other relevant provisions. The company is registered in Changchun New Area Branch of Changchun market supervision and Administration Bureau and now holds the business license of enterprise legal person with unified social credit code of 91220101794411636q.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 26, 2021, the company issued 149425316 RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange on April 15, 2021.
Article 4 registered name of the company: Changchun Engley Automobile Industry Co.Ltd(601279)
Full English name of the company: Changchun engleyautomobile Industry Co., Ltd
Article 5 domicile of the company: No. 2379, Zhuoyue street, high tech Zone
Postal Code: 130103
Article 6 the registered capital of the company is 1494253157 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders
Shareholders can sue, and shareholders can sue directors, supervisors, general manager and other senior managers of the company
Members and shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior executives
Level management.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager
Secretary of the board of directors and chief financial officer.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to adopt advanced technology and equipment in the form of joint venture,
Scientific operation and management, committed to the production of auto parts, stamping products, hot pressing products and die
Design and manufacture of tools. Technology has reached the international advanced level in order to maximize economic benefits.
Article 13 after being registered by the company registration authority according to law, the business scope of the company is to produce auto parts
Parts, stamping products, hot pressing products, mold design, manufacturing and related technical consulting services.
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 kind shall be issued
1. Shares shall have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or
The same price shall be paid for each share subscribed by an individual.
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 listed in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Centralized custody of the company.
Article 18 the promoters, the number of shares held by the promoters and the share capital structure of the company are as follows:
Name of sponsor number of shares held (10000 shares) Shareholding contribution method contribution time
proportion
Cayman Yingli Industry Co., Ltd. 10858914 99.99% of net assets contribution July 12, 2018
Changchun Hongyun Hardware Products Co., Ltd. 10.86 0.01% net asset contribution July 12, 2018
Article 19 the total number of shares of the company is 1494253157, with a par value of RMB 1 per share,
All are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not give gifts or advances
Provide any capital to the person who purchases or intends to purchase the shares of the company in the form of capital, guarantee, compensation or loan
Help.
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
The general meeting of shareholders may adopt the following methods to increase the capital:
（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 22 the company may reduce its registered capital. The company shall reduce its registered capital in accordance with
The company law, other relevant provisions and the procedures stipulated in the articles of association shall be handled.
Article 23 the company shall not purchase its own shares. However, except under any of the following circumstances:
Outside:
（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） The shareholder requested the company to make a decision on the merger and division of the company due to his objection to the resolution made by the general meeting of shareholders
Acquiring its shares;
（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 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC. Where the company purchases its shares due to the provisions of items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (I) to (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the provisions of items (III), (V) and (VI) of Article 23 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases its own shares in accordance with the provisions of Article 23, if it falls under the circumstances of item (I) of this article, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV) of this article, it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI) of this article, 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. If it is necessary to cancel the company’s shares for the above reasons, it shall go through the change registration formalities with the company registration authority in time.
The holding subsidiary of the company shall not acquire the shares issued by the company. If it does hold shares for special reasons, the situation shall be eliminated according to law within one year. Before the above circumstances are eliminated, the relevant subsidiaries shall not exercise the voting rights corresponding to the shares they hold.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company shall 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 the overall change and establishment of the company. The shares issued before the company’s initial 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 Shanghai 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 above-mentioned personnel shall not transfer the shares of the company they hold or add within six months after their resignation.
If the directors, supervisors and senior managers of the company declare their resignation within six months from the date of IPO listing, they shall not transfer their directly held shares of the company within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within twelve months from the date of declaration of resignation. In case of any change in the company’s shares directly held by the company due to the company’s equity distribution, the directors, supervisors and senior managers of the company shall still abide by the commitments in the preceding paragraph.
If the shareholders of the company have a longer-term commitment to restrict the transfer of their shares, their commitment shall prevail.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their 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 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 and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by China Securities Depository and Clearing Corporation Shanghai Branch. 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 convenes the 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. Unless otherwise specified in the articles of association, 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:
（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） In case of any objection to the resolution on merger and division of the company made by the general meeting of shareholders, require the company to purchase its shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, 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 in accordance with the requirements of the shareholder.
Article 34 The contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations
