Hainan Drinda Automotive Trim Co.Ltd(002865)
constitution
September, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system 32 section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice 36 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Hainan Drinda Automotive Trim Co.Ltd(002865) (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 was established through the overall change of the former Hainan Junda auto trim Co., Ltd. with all shareholders of the former Hainan Junda auto trim Co., Ltd. as the sponsors, registered with Haikou Administration for Industry and commerce, obtained a business license, and the unified social credit code is 914 Jinling Hotel Corporation Ltd(601007) 477597794.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 31, 2017, the company issued 30000000 RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on April 25, 2017.
If the listing of the company’s shares is terminated, the company’s shares will enter the agency share transfer system to continue trading. The company shall not modify the provisions of the preceding paragraph.
Article 4 registered name of the company:
Chinese Name: Hainan Drinda Automotive Trim Co.Ltd(002865)
English Name: Hainan drinda automotive trim Co., Ltd
Article 5 company domicile: Hainan Junda building in Haikou Free Trade Zone, No. 168, Nanhai Avenue, Haikou City, postal code: 570216.
Article 6 the registered capital of the company is 132348532 million yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it shall make a corresponding resolution to amend the articles of association on the change of the company’s registered capital after the resolution on the increase or decrease of its registered capital is passed at the general meeting of shareholders, and authorize the board of directors to go through the registration procedures for the change of the company’s registered capital.
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 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 11 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: integrity-based, continuous innovation, for the sake of users, responsible to the society, adhere to the development of industry through science and technology, combine advanced scientific management with flexible business policies, improve the competitiveness of enterprises, widely explore the market, and ensure that the shareholders of the company obtain good economic benefits.
Article 13 after registration according to law, the business scope of the company: production, sales, R & D and technical services of auto parts, molds, hardware accessories, plastic products, plastic raw materials and chemical raw materials (except dangerous chemicals), import and export trade Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation project development, construction, maintenance, operation management, technical consultation and services; R & D, processing, manufacturing and sales of monocrystalline silicon rod, monocrystalline silicon wafer, polycrystalline ingot, polycrystalline silicon wafer, high-efficiency Cecep Solar Energy Co.Ltd(000591) battery, module and photovoltaic power generation system Cecep Solar Energy Co.Ltd(000591) production and sales of raw materials and related supporting products; Self operated and acting as an agent for the import and export of photovoltaic equipment goods and technology; Construction engineering construction. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments)
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 principle of fairness and impartiality, and each share of the same kind 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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the promoters of the company shall convert the audited book net assets corresponding to the equity of the former Hainan Junda Auto Accessories Co., Ltd. (the audit base date is June 30, 2012) into shares to subscribe for the shares of the company, and the registered capital shall be fully paid when the company is established. The number of shares and shareholding ratio subscribed by the promoters of the company are as follows:
Serial No. number of subscribed shares shareholding ratio name or name of initiator
(10000 shares)
1. China Automotive Plastics (Suzhou) Co., Ltd. 4804137 533793%
2 Suzhou Yangshi Venture Capital Co., Ltd. 2935863 326207%
3 Lu Xiaohong 450 5%
4 Haima Car Co., Ltd. 360 4%
5 Xiamen Dachen Jusheng venture capital partnership (limited partnership) 169416 1.8824%
6 Shenzhen Dachen ChuangTai equity investment enterprise (limited partnership) 100584 1.1176%
7 Shenzhen Dachen chuangheng equity investment enterprise (limited partnership) 96.615 1.0735%
8 Shenzhen Dachen chuangrui equity investment enterprise (limited partnership) 83.385 0.9265%
Total 9 Tcl Technology Group Corporation(000100) %
Article 19 the total number of shares of the company is 132348532, all of which are ordinary shares.
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 competent securities authority under the State Council.
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) 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) 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 the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 23, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (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 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does 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 establishment of the company. The shares issued before the company’s 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 Shenzhen 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 term of office, 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 one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company they hold within six months after their resignation.
The company’s directors, supervisors and senior managers shall sell the company’s shares through the stock exchange within 12 months after reporting to leave office, accounting for no more than 50% of the total shares of the company they hold.
Article 29 If the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares 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 the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
