Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Canny Elevator Co.Ltd(002367) (hereinafter referred to as “the company” or “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”), the guidelines for the articles of association of listed companies (hereinafter referred to as “the guidelines for the articles of association”) and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions (hereinafter referred to as “the company”).
The company is registered with Suzhou market supervision and Administration Bureau of Jiangsu Province and has obtained a business license. The unified social credit code is 91320500724190073y.
Article 3 the company issued 33.5 million RMB common shares to the public for the first time on February 8, 2010 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on March 12, 2010.
Article 4 registered name of the company: Canny Elevator Co.Ltd(002367) .
Article 5 domicile of the company: No. 888, Kangli Avenue, FenHu high tech Industrial Development Zone, Jiangsu Province.
Article 6 the registered capital of the company is 79765268700 yuan.
Article 7 the business term of the company is a joint stock limited company with permanent existence.
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 the rights and obligations of shareholders and supervisors of the company shall be legally binding on the date when the articles of association become effective. 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 (vice president), Secretary of the board of directors, chief financial officer (person in charge of Finance) and other senior managers employed by the board of directors of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 business purpose of the company: according to national laws, regulations and other relevant regulations, make full use of local conditions and existing advantages, vigorously develop elevator and related industries, actively explore foreign markets and develop in multiple directions, so as to continuously expand the strength of the company, seek the maximum interests for the shareholders of the company and contribute to the sustainable and stable development of local economy.
Article 14 after being registered according to law, the business scope of the company: manufacturing, processing and selling elevators, escalators, moving sidewalks and related accessories; Provide installation, transformation, repair and maintenance of elevators, escalators and moving sidewalks, as well as relevant technical consulting services; Manufacturing, processing and selling parking equipment, electric control equipment, optical fiber equipment and related accessories; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state); Freight forwarding services.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
After the listing of the shares is terminated, the company’s shares will enter the agency share transfer system to continue trading.
Article 19 before the initial issuance and listing of the company, the total number of shares is 100 million ordinary shares.
After the initial issuance and listing of the company, the total number of shares is 133.5 million ordinary shares.
With the approval of the 2009 annual general meeting of shareholders, the company converted the capital reserve to share capital at the ratio of 10:2 for all shareholders on April 29, 2010. After the conversion, the total share capital of the company was 160.2 million shares.
With the approval of the 2010 annual general meeting of shareholders, the company converted the capital reserve to share capital at the ratio of 10:5 for all shareholders on March 30, 2011. After the conversion, the total share capital of the company was 240.3 million shares.
The company was approved by the third extraordinary general meeting of shareholders in 2011 and implemented at the sixth meeting of the second board of directors
The restricted stock equity incentive plan issued 12.18 million additional shares to 172 natural persons on September 19, 2011. After the issuance, the total share capital of the company was 252.48 million shares.
With the approval of the 2011 Annual General Meeting of shareholders, the company converted the capital reserve to share capital at the ratio of 10:5 for all shareholders on March 28, 2012. After the conversion, the total share capital of the company was 378.72 million shares.
Approved by the third extraordinary general meeting of shareholders in 2011, the company implemented the restricted stock incentive plan at the 10th meeting of the second board of directors. On August 17, 2012, the company issued 1.95 million additional shares to 52 natural persons. After the issuance, the total share capital of the company was 380.67 million shares.
Approved by the first extraordinary general meeting of shareholders in 2013, the company implemented the plan of repurchasing some public shares within 12 months from January 8, 2013. As of January 7, 2014, the number of shares repurchased by the company totaled 11063188 shares. After the implementation of the repurchase, the total share capital of the company was reduced from 380670000 shares to 369606812 shares.
With the approval of the 2013 annual general meeting of shareholders, the company converted the capital reserve to share capital at the ratio of 10:10 for all shareholders on March 31, 2014. After the conversion, the total share capital of the company was 739213624 shares. The company’s restricted stock repurchase plan was implemented from the 10th and 16th annual general meetings of the board of directors, and 7386061 million shares were cancelled from the 2nd and 16th annual general meetings of the board of directors, which did not meet the incentive conditions of 73016161 million shares in 2011.
With the approval of the second extraordinary general meeting of shareholders in 2015, the company issued 59052563 ordinary shares (A shares) to specific investors on August 19, 2016. After the issuance, the total number of shares of the company increased from 738600124 to 797652687.
Article 20 the total number of shares of the company is 79765268700, and the capital structure of the company is: 79765268700 ordinary shares in RMB.
Article 21 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 22 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:
（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 23 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 24 the company shall not purchase its own shares. However, except for one of the following circumstances: (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） 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;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests.
Article 25 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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (3), (5) and (VI) of Article 24 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 Article 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; In the case of items (3), (V) and (VI), 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.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares held by the promoters of the company shall not be transferred within 1 year from the date of establishment of the company.
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.
If the actual controller, directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares and other shareholders holding shares issued before the company’s initial public offering or shares issued by the company to specific objects transfer their shares of the company, they shall not violate laws, administrative regulations and the regulations of the securities regulatory authority under the State Council on holding period, selling time, selling quantity, selling method Information disclosure and other provisions, and shall abide by the business rules of the stock exchange.
Article 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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 shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 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 33 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
