Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
chapter
Cheng
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-one
Section III appointment of accounting firm Chapter IX notices and announcements forty-one
Section I notice forty-one
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 45 Chapter XII Supplementary Provisions forty-five
Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
constitution
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, these 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), the guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) (hereinafter referred to as “the company”) is a joint stock limited company established by way of sponsorship in accordance with the company law and other relevant provisions, registered with Guangzhou market supervision administration and obtained a business license. The unified social credit code is 914401017142188882. Article 3 on January 10, 2008, the company issued 29 million ordinary shares of RMB to the public for the first time with the approval of the notice on the approval of Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) initial public offering of shares (zjxk [2008] No. 58) by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), which was listed on the Shenzhen Stock Exchange on January 30, 2008.
Article 4 registered name of the company: Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209)
English Name: Guangzhou Tech-Long Packaging Machine Co., Ltd. Article 5 company domicile: No. 23, YUNPU 1st Road, Huangpu District, Guangzhou, postal code: 510530.
Article 6 the registered capital of the company is 1952440500 yuan and the paid in capital is 1952440500 yuan.
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 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, the Secretary of the board of directors, the person in charge of Finance and other senior managers appointed by the board of directors.
Article 12 the company shall establish a Communist Party organization 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.
Chapter II business purpose and scope
Article 13 the business purpose of the company is: with the enterprise spirit of “turning for you”, the company is committed to becoming the world’s leading comprehensive provider of comprehensive solutions for liquid product packaging equipment, safely and efficiently realize the perfect transmission of customer value, safeguard the legitimate rights and interests of all shareholders, and contribute to the development of liquid product packaging equipment.
Article 14 after being registered according to law, the business scope of the company is:
Special equipment manufacturing industry: manufacturing of special equipment for food, wine, beverage and tea production; Manufacturing of special packaging equipment; Manufacturing of special equipment for daily chemical industry; Manufacturing of special equipment for plastic processing; Manufacturing of gas and liquid separation and purification equipment; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Service consumption Siasun Robot&Automation Co.Ltd(300024) manufacturing; Machining of mechanical parts and components; Mold manufacturing; Manufacturing of electrical accessories; Manufacturing of distribution switch control equipment; Software development; Development of artificial intelligence application software; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Engineering and technical research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of mechanical equipment; Sales of mechanical parts and components; Sales of electrical equipment; Sales of electrical and mechanical equipment; Sales of plastic products; Software sales; Sales of gas and liquid separation and purification equipment; Smart Siasun Robot&Automation Co.Ltd(300024) sales; General mechanical equipment installation services; General equipment repair; Repair of special equipment; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Mechanical equipment leasing; Financing advisory services; Socio economic advisory services; Venture capital (limited to investment in unlisted enterprises); Land use right lease; Non residential real estate leasing; China trade agency; Import and export of goods; Technology import and export; Construction engineering design; Food production (only for branches); Beverage production (only operated by branches); Manufacturing of plastic packaging boxes and containers (only for branches).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company at the time of its establishment are Zhang Songming, Guangzhou Science and Technology Venture Capital Co., Ltd., Chen Gang, Zhang zanming, Xie Wei, Wang Zhong, Li pin, Wang Jianhui, Huang Shaojian, Wang Weidong, Yan Changqing, Wu Changhua, Kong Xiangjie and Chen Yi. All promoters contributed with their net assets and interests of the former Guangzhou Guangzhou Tech-Long Packaging Machinery Co.Ltd(002209) Packaging Machinery Co., Ltd. on November 28, 2006. The subscription of shares by the promoters at the time of establishment of the company is as follows:
The shares subscribed by the promoters (10000 shares) accounted for at the time of establishment
Proportion of total share capital (%)
Zhang Songming 550970 64.82
Guangzhou Science and Technology Venture Capital Co., Ltd. 126650 14.90
Chen Gang 722.50 8.50
Zhang zanming 216.75 2.55
Xie Wei 144.50 1.70
Wang Zhong 144.50 1.70
Li Pin 144.50 1.70
Wang Jianhui 72.25 0.85
Huang Shaojian 72.25 0.85
Wang Weidong 72.25 0.85
Yan Changqing 57.80 0.68
Wu Changhua 34.00 0.40
Kong Xiangjie 34.00 0.40
Chen Yi 8.50 0.10
Total 850000 100.00
Article 20 the total number of shares of the company is 195244050, all of which are ordinary shares.
Article 21 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 22 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 23 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 24 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;
(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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(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 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 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 six 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
twentieth
