Greatoo Intelligent Equipment Inc(002031)
Greatoo Intelligent Equipment Inc(002031)
constitution
(Revised Version)
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer three
Chapter IV shareholders and general meeting of shareholders four
Section 1 shareholders four
Section II general provisions of the general meeting of shareholders five
Section III convening of the general meeting of shareholders seven
Section IV proposal and notice of the general meeting of shareholders seven
Section V convening of the general meeting of shareholders eight
Section VI voting and resolutions of the general meeting of shareholders nine
Chapter V board of Directors twelve
Section 1 Directors twelve
Section 2 independent directors fourteen
Section III board of Directors sixteen
Chapter VI general manager and other senior managers twenty
Chapter VII board of supervisors twenty-two
Section I supervisors twenty-two
Section II board of supervisors twenty-three
Chapter VIII Financial Accounting system, profit distribution and audit twenty-four
Section I financial accounting system twenty-four
Section II Internal Audit twenty-six
Section III appointment of accounting firm twenty-six
Chapter IX notices and announcements twenty-six
Section I notice twenty-six
Section II announcement twenty-seven
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation twenty-seven
Section 1 merger, division, capital increase and capital reduction twenty-seven
Section 2 dissolution and liquidation twenty-eight
Chapter XI amendment of the articles of Association 28 Chapter XII Supplementary Provisions twenty-nine
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 (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions. The company was changed as a whole by Jieyang wailun Rubber Machinery Co., Ltd. according to law, and six shareholders, including Jieyang wailun mould research and Development Co., Ltd., Jieyang Feiyue Technology Development Co., Ltd., Jieyang Hengfeng economic and Trade Industry Co., Ltd., Jieyang Lingfeng Industry Co., Ltd., Hong Huiping and Zheng minglue, were changed and established as initiators.
The company was approved by the general office of Guangdong Provincial People’s Government Yue ban Han [2001] No. 723 reply on agreeing to change the establishment of julun Co., Ltd. and Guangdong Economic and Trade Commission Yue Jing Mao Han [2001] No. 670 reply on agreeing to change the establishment of julun Co., Ltd. and registered with Guangdong market supervision administration and obtained the business license of enterprise legal person. After the establishment of the company, The creditor’s rights and debts of the former Jieyang wailun Rubber Machinery Co., Ltd. are inherited by julun Co., Ltd.
The company successfully issued ordinary shares with a par value of RMB 380000 per share on the China Securities Regulatory Commission (CSRC) in July 2004, with a par value of RMB 2.00 per share approved by the CSRC.
With the approval of Shenzhen Stock Exchange SZS [2004] No. 82 notice on the listing and trading of RMB common shares of julun Co., Ltd., the 38 million social public shares publicly issued by the company have been listed and traded in Shenzhen Stock Exchange since August 16, 2004. On September 23, 2004, the company changed its registration at the market supervision administration of Jieyang City, Guangdong Province, and obtained the business license of enterprise legal person with the registration number of 44 Shenzhen Zhongheng Huafa Co.Ltd(000020) 06503.
With the approval of the notice on Approving the public issuance of convertible corporate bonds by julun Co., Ltd. (zjfz [2006] No. 64) of the China Securities Regulatory Commission, the company issued 200 million yuan of convertible corporate bonds (hereinafter referred to as “convertible bonds”) on January 8, 2007. From July 9, 2007 to the maturity date of the convertible bonds, the holders of the convertible bonds can exercise the conversion of equity in accordance with the provisions of the conversion conditions.
With the approval of the reply on Approving the public issuance of convertible corporate bonds by Guangdong julun mould Co., Ltd. (zjfz [2011] No. 946) of the China Securities Regulatory Commission, the company issued 350 million yuan of convertible corporate bonds (hereinafter referred to as “convertible bonds”) on August 4, 2011. From January 30, 2012 to the maturity date of the convertible bonds, the holders of the convertible bonds can, in accordance with the provisions of the conversion conditions, Exercise equity conversion.
With the approval of the reply on Approving the non-public development of shares of julun Co., Ltd. (zjxk [2014] No. 1078 document of the China Securities Regulatory Commission), the company’s non-public offering of 92165898 million new shares was listed on November 21, 2014. The total amount of funds raised from this non-public offering of shares is 9999999330 yuan. After deducting the issuance expenses of 200146 million yuan, the net amount of funds actually raised by the company is 97998539330 yuan.
Article 3 registered name of the company:
Chinese Name: Greatoo Intelligent Equipment Inc(002031)
English Name: greatoo Intelligent Equipment Inc
Article 4 company domicile: middle section of No. 5 road, Jiedong Economic Development Zone, Guangdong Province, zip code: 515500.
Business location: East of Renmin Avenue, Jiedong District, Jieyang City, Guangdong Province.
Article 5 the registered capital of the company is RMB 2199395670.
Article 6 the chairman is the legal representative of the company.
Article 7 the company is a permanent joint stock limited company.
Article 8 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 9 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 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers. Article 10 the term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of finance, the Secretary of the board of directors, etc. Article 11 the company shall establish a Communist Party to organize 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.
Article 12 the company shall establish a corporate governance structure that can ensure that shareholders can fully exercise their rights, so as to ensure that all shareholders, especially small and medium-sized shareholders, enjoy equal status, and ensure that shareholders have the right to know and participate in major matters of the company stipulated in laws, regulations and the articles of association. For this purpose, an effective channel of communication between the company and shareholders shall be established.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to establish and operate in accordance with the relevant provisions of the company law of the people’s Republic of China, focus on improving economic benefits, develop high-tech industries, strengthen economic and technological cooperation, adopt high-tech and scientific and efficient management methods, compete in the market with the best products and services, and make all shareholders get rich returns.
Article 14 with the approval of the company registration authority, the business scope of the company is: manufacturing, sales and related technology development of automobile radial tire molds, automobile radial tire equipment; Sales of metal materials; Machine tool parts processing; Machine tool assembly and sales; Undertake equipment repair, equipment installation and commissioning; R & D, manufacturing and sales of industrial Siasun Robot&Automation Co.Ltd(300024) , intelligent automation equipment; Storage of general goods; Foreign industrial investment; 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. (except for the commodities restricted by the state to be operated by the company and prohibited by the state from import and export, the mode of trade shall not be listed separately). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
The company may change its business scope according to circumstances.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 all shares issued by the company are ordinary shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, with the same rights and interests for the same shares.
Article 18 the par value of the shares issued by the company shall be indicated in RMB (par value of one yuan per share).
Article 19 the shares of the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 20 the total number of ordinary shares of the company at the time of establishment is 103 million. The names of the promoters, the number of shares subscribed, the shareholding ratio, the mode and time of capital contribution at the time of establishment are as follows:
Name of sponsor number of shares subscribed shareholding ratio contribution method contribution time
/Name (10000 shares) (%)
Jieyang outer ship mould 309030 net assets converted into shares September 30, 2001 research and Development Co., Ltd
Jieyang Lingfeng industry 144214 net assets converted into shares September 30, 2001 Co., Ltd
Jieyang Feiyue technology 103010 net assets converted into shares September 30, 2001 Development Co., Ltd
Jieyang Hengfeng economic and trade 618 6 net assets into shares September 30, 2001 Industrial Co., Ltd
Hong Huiping 206020 net assets converted into shares September 30, 2001
Zheng minglue 206020 net assets converted into shares September 30, 2001
Total 10 Ningbo Shuanglin Auto Parts Co.Ltd(300100) –
Article 21 the current total share capital of the company is 2199395670 shares, and the share capital structure is: 2199395670 ordinary shares and 0 shares of other types.
Article 22 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 23 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 through resolutions made by the general meeting of shareholders:
（1） Issue shares to the public;
（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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
The conversion of convertible bonds into shares issued by the company will lead to the increase of the registered capital of the company. The conversion of convertible bonds into shares shall be handled in accordance with the provisions of national laws, administrative regulations, departmental articles of association, convertible bond prospectus and other relevant documents.
Article 24 the company may reduce its registered capital with the approval of a special resolution of the general meeting of shareholders. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant legal documents and the procedures stipulated in the articles of association.
Article 25 the company shall not purchase its own shares. However, except under any 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
