Jiangsu Gian Technology Co.Ltd(300709)
constitution
catalogue
Chapter I General Provisions- 2 - Chapter II business purpose and scope- 3 - Chapter III shares- 3 -
Section 1 share issuance- 3 -
Section II increase, decrease and repurchase of shares- 5 -
Section III share transfer- 6 -
Chapter IV shareholders and general meeting of shareholders- 7 -
Section 1 shareholders- 7 -
Section II general provisions of the general meeting of shareholders- 9 -
Section III convening of the general meeting of shareholders- 11 -
Section IV proposal and notice of the general meeting of shareholders- 13 -
Section V convening of the general meeting of shareholders- 14 -
Section VI voting and resolutions of the general meeting of shareholders- 17 -
Chapter V board of Directors- 21 -
Section 1 Directors- 21 -
Section II board of Directors- 24 -
Section III independent directors- 29 -
Section IV Secretary of the board of Directors- 32 -
Chapter VI general manager and other senior managers- 33 - Chapter VII board of supervisors- 35 -
Section I supervisors- 35 -
Section II board of supervisors- 36 -
Chapter VIII Financial Accounting system, profit distribution and audit- 37 -
Section I financial accounting system- 37 -
Section II Internal Audit- 41 -
Section III appointment of accounting firm- 41 -
Chapter IX notices and announcements- 42 -
Section I notice- 42 -
Section II announcement- 42 -
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 43 -
Section 1 merger, division, capital increase and capital reduction- 43 -
Section 2 dissolution and liquidation- 44 -
Chapter XI amendment of the articles of Association- 45 - Chapter XII Supplementary Provisions- 46 -
Chapter I General Provisions
Article 1 of the law of the people's Republic of China on the stock exchange, the regulations on the protection of the legitimate rights and interests of listed companies and other creditors of the people's Republic of China (hereinafter referred to as the "law of the people's Republic of China on the stock exchange") and the regulations on the Shenzhen Stock Exchange and other relevant regulations on the protection of the legitimate rights and interests of listed companies (hereinafter referred to as the "law of the people's Republic of China on the stock exchange"), Formulate the articles of association. Article 2 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established by the overall change of Changzhou Jiangsu Gian Technology Co.Ltd(300709) Co., Ltd. and established in the form of sponsorship. The company is registered with Changzhou market supervision and Administration Bureau of Jiangsu Province and has obtained the business license of enterprise legal person. The unified social credit code is 913204007691020574.
Article 3 with the approval of China Securities Regulatory Commission on September 15, 2017, the company issued 22 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on October 19, 2017.
Article 4 registered name of the company:
Chinese Name: Jiangsu Gian Technology Co.Ltd(300709) ;
English Name: Jiangsu gian Technology Co., Ltd
Article 5 domicile of the company: No. 59, palm Road, Zhonglou Economic Development Zone, Changzhou City.
Postal Code: 213023
Article 6 the registered capital of the company is RMB 155173793.
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 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with the provisions of the company law. The company provides necessary conditions for the activities of the party organization in advance.
From the effective date, the articles of association has 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 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 and the chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: adhering to the core concept of "intelligence, innovation and enterprising", the company is committed to providing customers with excellent products and services, creating a harmonious and mutually respectful working atmosphere for employees, providing a fair, reasonable, fair and mutually beneficial cooperation platform for business partners, so as to make the company develop continuously, maximize the long-term value of shareholders and contribute to social and economic development.
Business scope of the company: development, manufacturing and sales of electronic and electrical products and assemblies; Design, manufacture and sales of metal decorations and molds; Design, development, manufacturing and sales of auto parts, general tools, metal parts, ceramic parts, polymer composite parts, motors, gears and transmission parts; Manufacturing and sales of powder metallurgy powder materials; Design, assembly, manufacturing and sales of automation equipment; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: Sales of plastic products (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares.
Article 14 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 15 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1.00. Article 16 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
The total number of ordinary shares of seventeenth companies when they are established is 66 million shares. The name / name of the promoters, the ID number / unified social credit code, the number of shares subscribed, the proportion of shareholding and the time of contribution are:
Serial number name of initiator ID number / number of shares held by unified social letter subscribe to invest time (code) (%)
1 Wang Mingxi 3204021962122302781931 Micro-Tech (Nanjing) Co.Ltd(688029) .268% August 6, 2015
2 Shi Juanhua 32042119590220192x 732 Huaneng Power International Inc(600011) .10% August 6, 2015
3 Qian Yejun 32042119720805251354648008.28% August 6, 2015
4 Huang Yichao 32040419870913314148668407.374% August 6, 2015
5 Changzhou Chuangyan investment 7.20%
Consulting Co., Ltd. 91320404593959494p 4752000 August 6, 2015
Shanghai Yabang Entrepreneurship
6 investment partnership 91319198588716914546200007.00% August 6, 2015 (limited partnership)
7 Yang Yongjian 32042119620815111143718406.624% August 6, 2015
8 Zhao Mengya 32048219900716730837118405.624% August 6, 2015
Nanjing Changlong Xingye
9 Investment Center (with 9132010059802740xl 33 Shenzhen Fountain Corporation(000005) .00% limited partnership on August 6, 2015)
10 Wu Junwen 3 Shandong Huapeng Glass Co.Ltd(603021) 9750522101321859203.312% August 6, 2015
Nanjing dianliang Mingyuan
11 Investment Center (with 913201 Zhuhai Huajin Capital Co.Ltd(000532) 92799816071002.435% limited partnership on August 6, 2015)
12 Changzhou Xinhui venture 1.583%
Investment Co., Ltd. 9132040066134478381044780 August 6, 2015
13 Liu Yufeng 2224031969063 Hefei Urban Construction Development Co.Ltd(002208) 250001.25% August 6, 2015
14 Liu Wenping 320421197121658208250001.25% August 6, 2015
Changzhou Longcheng talents
15 Venture Capital Co., Ltd. 9132041258227683116270000.95% August 6, 2015
16 Shi Jun 32040419741104153960000.60% August 6, 2015
17 Chen Wenhua 4302241979082636572640000.40% August 6, 2015
18 nest winter plum 320421195012088201650000.25% August 6, 2015
19 Zuo Jianxin 320421197 Avic Electromechanical Systems Co.Ltd(002013) 161650000.25% August 6, 2015
20 Feng Jianlei 3204211965021419181650000.25% August 6, 2015
Total 66 million 100%
Article 18 the total share capital of the company is RMB 155173793, and the total number of shares is 155173793, with a par value of RMB 1 per share, all of which are ordinary shares.
Section II increase, decrease and repurchase of shares
Article 19 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 issuance 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 stipulated by laws and administrative regulations.
Article 20 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 21 the company shall not purchase its own shares. However, except for one of the following circumstances: (I) reduce the 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) the 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)
