chapter
Cheng
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares of the company four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-four
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty
Section I supervisors thirty
Section II board of supervisors thirty-one
Chapter VIII Financial Accounting system, profit distribution and audit thirty-two
Section I financial accounting system thirty-two
Section II Internal Audit thirty-six
Section III appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement thirty-seven
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation thirty-nine
Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 by Ife Elevators Co.Ltd(002774) Co., Ltd. with the overall change of converting net assets into shares; Registered with Dongguan market supervision and Administration Bureau and obtained a business license with a unified social credit code of 91441900708017879m. Article 3 with the approval of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”) on February 17, 2017, the company issued 83.7 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on March 24, 2017.
Article 4 registered name of IFCO, Ltd: . Article 5 company domicile: Jinlong Industrial Zone, xiekeng village, Qingxi Town, Dongguan City, postal code: 523652. Article 6 the registered capital of the company is 3366879 million yuan, divided into 3366879 million shares in equal amount. Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 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, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to operate in good faith according to law, continuously improve the independent innovation ability and management level of the enterprise, enhance the core competitiveness of the enterprise, provide customers with high-quality products and services, maximize the interests of shareholders and the value of the company, and create good economic and social benefits.
Article 13 after being registered according to law, the business scope of the company: production and marketing, installation, maintenance and Transformation: elevators and escalators; Production, marketing and installation of bridge cranes and gantry cranes below 30 tons. Operate the export business of self-produced products and technologies of the enterprise; Operate the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise; Production and sales: mechanical and electrical products, daily necessities, office supplies, furniture, activity room, sporting goods and teaching equipment; Sales of elevator parts; Real estate development and operation.
Chapter III shares of the company
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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are all shareholders of Ife Elevators Co.Ltd(002774) Co., Ltd. the promoters convert their net assets as of December 31, 2011 corresponding to their proportion of capital contribution in Ife Elevators Co.Ltd(002774) Co., Ltd. into 108.98 million shares of the company’s share capital. The part of net asset value exceeding the total share capital is included in the capital reserve. When the company was established, the number of shares and shareholding ratio subscribed by each promoter are as follows:
No. number of shares subscribed by the initiator (10000 shares) shareholding ratio (%)
1 Dongguan Kuaiyi Equity Investment Co., Ltd. 7000642320%
2 Luo Aiwen 2749252248%
No. number of shares subscribed by the initiator (10000 shares) shareholding ratio (%)
3 Luo aiming 755 6.9279%
4 baizhiping 198 1.8168%
5 Luo Aiwu 196 1.7985%
Total 10898100%
Article 19 the total number of shares of the company is 336687900, all of which are ordinary shares in RMB.
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 registered capital in the following ways by special resolution 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 stipulated by laws and administrative regulations.
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 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) 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.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
The acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association shall be carried out 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 is authorized by the shareholders’ meeting in accordance with paragraph (III) of Article 23 or (III) of the articles of association, it may attend the company’s shareholders’ meeting in accordance with the provisions of paragraph (III) of Article 23 or (III) of the articles of association.
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 three 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 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 the shares of the company held by them and their changes to the company. During their term of office and within six months after the expiration of their term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same class of the company held by them; 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.
Article 29 If the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company 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 shall recover the proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after package sales, and 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 shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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 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. At the end of the equity registration date, the registered shareholders are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) economic impact on the company
