Nacity Property Service Group Co.Ltd(603506)
constitution
April, 2002
Nacity Property Service Group Co.Ltd(603506)
constitution
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 is a joint stock limited company established on the basis of the original Zhejiang Nacity Property Service Group Co.Ltd(603506) Management Co., Ltd., registered with Zhejiang market supervision and Administration Bureau and obtained a business license. The unified social credit code is 9133 Shahe Industrial Co.Ltd(000014) 2924946h.
Article 3 with the approval of China Securities Regulatory Commission on December 15, 2017, the company issued 1984127 RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on February 1, 2018.
Article 4 registered name of the company: Nacity Property Service Group Co.Ltd(603506)
English Name: City Property Service Group Co., Ltd
Article 5 domicile of the company: 10 / F, unit 1, building a, United building, No. 2 ZIJINGHUA Road, Xihu District, Hangzhou. Postal Code: 310023
Article 6 the registered capital of the company is 187777779 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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
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 to take customers as the center, standardize management and serve attentively, and create a century old excellent service enterprise.
Article 14 after registration according to law, the business scope of the company: licensed items: high-risk sports (swimming); Municipal solid waste business services; Construction project construction; Construction engineering design; Residential interior decoration; Installation, transformation and repair of special equipment; The second category of value-added telecommunications services; Urban construction waste disposal (clearing and transportation); Food and Beverages; Heating services. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: property management; hotel management; Urban and rural appearance management; Municipal facilities management; Urban greening management; Catering management; Commercial complex management services; Park management services; Operation of sports venues and facilities (excluding high-risk sports); Professional cleaning, cleaning and disinfection services; Parking service; Housekeeping services; Aviation operation support services; Aviation business services; Real estate consulting; Housing lease; Information consulting services (excluding licensed information consulting services); Conference and exhibition services; The etiquette Service; Packaging services; Building cleaning services; Landscape engineering construction; Residential water and electricity installation and maintenance services; Furniture installation and maintenance services; Household appliances installation services; Repair of household appliances; Water conservancy related consulting services; Information system integration service; Information system operation and maintenance services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of security equipment; Stationery retail; Furniture sales; Sales of agricultural and sideline products; Clothing retail; Retail of kitchenware, sanitary ware and daily sundries; Sales of labor protection articles; Repair of special equipment; General equipment repair; Engineering management services; Internet of things application services; Maintenance of electronic and mechanical equipment (excluding special equipment); Fitness and leisure activities; Property service evaluation; Water pollution control; Residents’ daily life services; Unit logistics management services; Market management services; Valet driving service; Ticket agency service; Patient care services; Nursing institution services (excluding medical services); Marketing planning; Professional design services; Food sales (only pre packaged food); Internet sales (except for sales of goods requiring license); Lamp sales; Sales of automobile decoration products. (except for the items that must be approved according to law, carry out business activities independently according to law with the business license) (the final approval of the industrial and commercial registration authority shall prevail).
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, with 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
1. Han Fang invested 1704545 million shares with the net assets of Zhejiang Nacity Property Service Group Co.Ltd(603506) Management Co., Ltd. originally held by Han Fang on December 18, 2015;
2. Jintao invested 113635 shares with the net assets of Zhejiang Nacity Property Service Group Co.Ltd(603506) Management Co., Ltd. originally held by Jintao on December 18, 2015;
3. Xiao Xiaoling invested 590900 shares with the original net assets of Zhejiang Nacity Property Service Group Co.Ltd(603506) Management Co., Ltd. converted into shares on December 18, 2015;
4. Zhejiang Nandu Real Estate Service Co., Ltd. invested 27277500 shares with the net assets of Zhejiang Nacity Property Service Group Co.Ltd(603506) Management Co., Ltd. originally held on December 18, 2015;
5. Zhoushan wucaishi investment partnership (limited partnership) invested 395455 million shares with the original net assets of Zhejiang Nacity Property Service Group Co.Ltd(603506) Management Co., Ltd. on December 18, 2015.
Article 20 the total number of shares of the company is 187777779, and the share structure of the company is 187777779 ordinary shares without other types of shares.
Article 21 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 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:
（1） Public offering of shares;
（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 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 for one of the following circumstances: (1) reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or 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.
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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 24 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
In the case of cancellation of the company’s shares within 24 days after the acquisition in accordance with paragraph 1 of Article 10; 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 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one 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.
Article 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as 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 31 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 32 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. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares; （7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders shall have the right to vote within 60 days from the date of making the resolution
