Suzhou Anjie Technology Co.Ltd(002635)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III 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 shareholders’ meeting
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 II board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firm Chapter IX notice and announcement
Section I notice
Section 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
Suzhou Anjie Technology Co.Ltd(002635) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Suzhou Anjie Technology Co.Ltd(002635) (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 (hereinafter referred to as the “company”).
The company was established on June 30, 2010 by way of initiating establishment and obtained the business license of enterprise legal person with registration number of 320506000018417.
Article 3 with the approval of China Securities Regulatory Commission on November 3, 2011, the company issued 30 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on November 25, 2011.
Article 4 registered name of the company
Full Chinese Name: Suzhou Anjie Technology Co.Ltd(002635)
Full English Name: Suzhou Anjie Technology Co., Ltd
Article 5 domicile of the company: No. 8, Fujin Road, Guangfu Town, Wuzhong District, Suzhou city.
Article 6 the registered capital of the company is 683244203 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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 executive general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to use green materials, innovate efficient processes, and constantly provide high-quality products and value-added services to meet customers. Provide employees with a harmonious and happy working environment. The company is committed to becoming a world-class enterprise worthy of respect.
Article 13 after being registered according to law, the business scope of the company: packaging, decoration and printing; Other printed matter printing. Production and sales: electronic insulating materials, glass and plastic protective cover sectors, touch cover sectors and electronic product parts assembly; Sales: electronic parts, industrial tape, plastic products; Mold manufacturing; Mold sales; Plastic products manufacturing; 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); Road general cargo transportation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). General items: non residential real estate leasing; estate management; Enterprise management consulting; Information technology consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
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, and the par value of each share shall be RMB 1. Article 17 the shares issued by the company shall be centrally deposited in China Securities Depository and Clearing Co., Ltd.
Article 18 the total number of common shares at the time of establishment of the company is 90 million shares. The names of the promoters, the number of shares subscribed, the shareholding ratio, the method and time of capital contribution at the time of establishment are as follows:
Sponsor’s name / surname subscribed shares shareholding ratio contribution method contribution time
Number of shares
LV Li 45742725508253% of net assets converted into shares June 19, 2010
Wang Chunsheng 3240 China Union Holdings Ltd(000036) 0000% of net assets converted into shares June 19, 2010
Beijing Junlian wisdom
Venture capital center 83214789.2461% net assets converted into shares June 19, 2010 (limited partnership)
Zhang Yimei 16200001.8000% of net assets converted into shares June 19, 2010
Zhou Zhaohua 8100000.9000% net assets converted into shares June 19, 2010
Wang Runde 6785210.7539% of net assets converted into shares June 19, 2010
Jia Zhijiang 1077300.1197% of net assets converted into shares June 19, 2010
Wang Hongxing 899100.0999% net assets converted into shares June 19, 2010
Li Ling 810000.0900% net assets converted into shares June 19, 2010
Gu Qifeng 542700.0603% net assets converted into shares June 19, 2010
Zhang muxiu 405000.0450% of net assets converted into shares June 19, 2010
Gaojun 269330.0299% net assets converted into shares June 19, 2010
Bian Xiuhua 269330.0299% of net assets converted into shares June 19, 2010
Total 900 Ping An Bank Co.Ltd(000001) 000000%
The above promoters contribute with the net assets represented by their equity of Suzhou Taihu Lake Resort Anjie insulating material Co., Ltd.
Article 19 the total number of shares of the company is 683244203. The capital structure of the company is 683244203 ordinary shares and 0 shares of other types.
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.
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) 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed 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 paragraph 1 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 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 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 paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in 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.
The company’s shares are listed and traded on the SME Board of Shenzhen Stock Exchange. After the listing of the company’s shares is terminated, the company’s shares enter the agency share transfer system to continue trading.
The company shall not amend the provisions of paragraph 2 of this article.
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 1 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 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 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; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through the stock exchange shall not exceed 50% of the total number of shares of the company held by them.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling 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
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