Zhejiang Founder Motor Co.Ltd(002196) zhejiangfounder Motor Co., Ltd. (domicile: No. 73, Shiniu Road, Shuige Industrial Zone, Liandu District, Lishui City, Zhejiang Province)
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 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 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 firms
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 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Zhejiang Founder Motor Co.Ltd(002196)
constitution
Chapter I General Provisions
Article 1.01 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) and other relevant provisions.
Article 1.02 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.
Article 1.03 the company was established with the approval of Zhejiang Provincial People’s Government on November 26, 2001 by 16 natural persons including Zhang Min, Qian Jin and Zhang Zeyu. The business license of enterprise legal person issued by Zhejiang Administration for Industry and commerce, with the industrial and commercial registration number of 33 Shenzhen Ecobeauty Co.Ltd(000010) 08362.
Article 1.04 the company issued 20 million RMB common shares to the public for the first time on November 20, 2007 with the approval of the China Securities Regulatory Commission. Among them, the company issued 20 million domestic shares subscribed in RMB to domestic investors and was listed on Shenzhen Stock Exchange on December 12, 2007.
Section 1.05 registered name of the company:
Chinese: Zhejiang Founder Motor Co.Ltd(002196)
Zhejiangfounder motor limited company
Article 1.06 company domicile: No. 73, Shiniu Road, Shuige Industrial Zone, Liandu District, Lishui City, Zhejiang Province, zip code: 323000.
Article 1.07 the registered capital of the company is 49871993000 yuan and the paid in capital is 49871993000 yuan.
Article 1.08 the company is a joint stock limited company with permanent existence.
Article 1.09 the chairman is the legal representative of the company.
Article 1.10 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 1.11 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, 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 1.12 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 2.01 business purpose of the company: in accordance with the requirements of modern enterprise system, establish an operation mechanism of independent operation, self responsibility for profits and losses, self-development and self-restraint in line with the law of market economy, face the international and Chinese markets, adopt high and new technologies to transform traditional industries, constantly improve the grade and quality of products, strive to create good economic benefits and increase the income of all shareholders.
Article 2.02 with the approval of the company registration authority, the business scope of the company is: processing, manufacturing and sales: Motors and controllers for new energy vehicles, micromotors, sewing machines, household appliances and electric tools; Operate the import and export business of raw and auxiliary materials, instruments and meters, mechanical equipment, parts and technologies required for the production of the enterprise; Rental of plant and warehouse; Leasing of production and testing equipment; Provide technical consultation; Technical training; Technical services; Transfer of own technology; (see the qualification certificate of import and export enterprises for details). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Chapter III shares
Section 1 share issuance
Article 3.01 shares of the company.
Article 3.02 the issuance of shares of the company shall follow the principles of openness, 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 3.03 the par value of the shares issued by the company shall be indicated in RMB.
Article 3.04 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 3.05 38million shares shall be issued to the promoters upon establishment. Shares and proportion subscribed by each promoter
As follows: Zhang Min invested 15.954 million yuan in the assessed real estate, in kind and cash and subscribed for 19.954 million shares, accounting for 51.54% of the total share capital; Qian Jin invested 8.329 million yuan in assessed real estate, in kind and cash and subscribed 8.329 million shares, accounting for 21.92% of the total share capital; Zhang Zeyu contributed 3.333 million yuan in assessed real estate, in kind and cash, and subscribed 3.333 million shares, accounting for 8.77% of the total share capital; Li Jinhuo invested 3.332 million yuan in the assessed real estate, in kind and cash and subscribed 3.332 million shares, accounting for 8.76% of the total share capital; Hu Hong contributed 760000 yuan in cash and subscribed 760000 shares, accounting for 2% of the total share capital; Sun Jianrong contributed 380000 Yuan in cash and subscribed 380000 shares, accounting for 1% of the total share capital; Yuan Xiaohong contributed 380000 Yuan in cash and subscribed 380000 shares, accounting for 1% of the total share capital; Zhu Yonghu contributed 300000 yuan in cash and subscribed 300000 shares, accounting for 0.79% of the total share capital; Zhu Zhaoping contributed RMB 323000 in cash and subscribed for 323000 shares, accounting for 0.85% of the total share capital; Chen Lizu contributed RMB 323000 in cash and subscribed for 323000 shares, accounting for 0.85% of the total share capital; Chen Rongchang contributed 380000 Yuan in cash and subscribed 380000 shares, accounting for 1% of the total share capital; Wang Zhiwei contributed 190000 yuan in cash and subscribed 190000 shares, accounting for 0.5% of the total share capital; Lanjinshen contributed 190000 yuan in cash and subscribed 190000 shares, accounting for 0.5% of the total share capital; Zhang Qin contributed 60000 yuan in cash and subscribed 60000 shares, accounting for 0.16% of the total share capital; Tu Yongming contributed 60000 yuan in cash and subscribed 60000 shares, accounting for 0.16% of the total share capital; Shu Linyan contributed 76000 yuan in cash and subscribed 76000 shares, accounting for 0.2% of the total share capital.
Article 3.06 the total number of shares of the company is 498719930, and the capital structure of the company is 498719930 ordinary shares.
Article 3.07 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans. Section II increase, decrease and repurchase of shares
Article 3.08 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 3.09 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 3.10 the company may purchase the shares of the company 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) award shares to the employees of the company;
(IV) a shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders.
Except for the above circumstances, the company will not buy or sell its shares.
Article 3.11 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 3.12 the acquisition of the company’s shares due to items (I) to (III) of article 3.10 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 3.10, if it belongs to 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.
The shares of the company purchased by the company in accordance with item (III) of article 3.10 will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 3.13 the shares of the company may be transferred according to law.
Article 3.14 the company does not accept the shares of the company as the subject matter of the pledge.
Article 3.15 the shares of the company held by the promoters shall not be transferred within 3 years from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within 3 years 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 3 years from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company held by them within one year after their resignation.
Within 12 months after the company’s directors, supervisors and senior managers declare their resignation, 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 3.16 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their 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
Article 4.01 the register of shareholders is sufficient evidence to prove that the shareholders hold the 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 4.02 when the company holds a 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 and register the equity
