Keeson Technology Corporation Limited(603610)
constitution
April, 2002
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Keeson Technology Corporation Limited(603610) (hereinafter referred to as “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 laws, regulations and normative documents.
The company is a joint stock limited company changed and established by Jiaxing Shuford electric bed Co., Ltd. as a whole. It is registered with Zhejiang market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91330411780498339g.
Article 3 upon the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 27th, 2019, the company issued 37583200 RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on October 29th, 2019.
Article 4 registered name of the company: Keeson Technology Corporation Limited(603610) , English name of the company: keeson Technology Corporation Limited.
Address: No. 158, Xiujiang Wujing Road, Jiaxing City, Zhejiang Province.
Article 6 the registered capital of the company is RMB 3584892510.
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 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.
Other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company. 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.
Chapter II business purpose and scope
Article 12 The purpose of the company: customer satisfaction, social satisfaction, employee satisfaction, investor satisfaction and cooperator satisfaction.
Article 13 after being registered according to law, the business scope of the company: R & D of electric bed and its supporting supplies; Research and development of household electric appliances and their accessories; Research and development of computer data sensor; Research and development of controller; Research, development and application of data processing and storage services; Software development; Manufacturing and processing of electric beds and their accessories, furniture, general parts, civil lamps, motors, power adapters, electronic components, mattresses, bedspreads and textiles; Sales of electric beds and their accessories, furniture, general parts, civil lamps, motors, power adapters, electronic components, mattresses, bedspreads and textiles; Engage in import and export business; It has branches to engage in the design and construction of interior decoration projects (operated with valid qualification certificates).
Chapter III shares
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, with RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Jiaxing Zhihai Investment Management Co., Ltd., Tang Guohai, Xu Jianchun, Huang Xiaowei, Fu Wei, Wu Tao, Hou Wenbiao, Tang Ying, Shan Huafeng, Longtan, Ling Guomin, Xu Jinhua, Chen genlei, Cha Xin, Lu Jian and Wang Yanfei. The total audited net assets of all promoters of the company as of September 30, 2016 corresponding to the equity of Jiaxing Shuford electric bed Co., Ltd. held by them were 33633777003 yuan, of which 96192000 yuan was converted into 96192000 shares, and the balance of 24014577003 yuan was converted into capital reserve. The number of shares and shareholding ratio subscribed by the promoters at the time of establishment of the joint stock company are shown in the table below:
Serial number name of the initiator number of shares held (10000 shares) shareholding ratio
1. Jiaxing Zhihai investment management has 35070000 364583%
Limited company
2 Tang Guohai 25920773 269470%
3 Xu Jianchun 14428800 150000%
4 Huang Xiaowei 10548552 109661%
5 Fu Wei 2030433 2.1108%
6 Wu Tao 1532434 1.5931%
7 Hou Wenbiao 1452692 1.5102%
8 Tang Ying 1346688 1.4000%
9 Shan Huafeng 683156 0.7102%
10 Longtan 683156 0.7102%
11 lingguo 577152 0.6000%
12 Xu Jinhua 522900 0.5436%
13 Chen genlei 522900 0.5436%
14 Chaxin 386980 0.4023%
15 Wang Yanfei 242692 0.2523%
16 Lujian 242692 0.2523%
Total 9619.2 100%
Article 19 the total number of shares of the company is 3584892510, and the capital structure of the company is 3584892510 ordinary shares.
Article 20 no compensation shall be provided in the form of loans or grants to subsidiaries or subsidiaries to be purchased.
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 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;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
If the company issues convertible corporate bonds with the approval of the CSRC, it shall strictly comply with the relevant provisions of the CSRC on the issuance and management of convertible bonds and the relevant provisions on the issuance terms of the company’s convertible bond prospectus. After the convertible bonds enter the stock conversion period, the company shall inquire about the changes of shares from China Securities Depository and Clearing Co., Ltd. Shanghai Branch on a monthly basis, and perform the obligation of information disclosure and the change of share capital according to the corresponding provisions.
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 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) 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.
Article 24 a company may purchase its shares by means of public centralized trading, or by other means 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 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 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 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 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 3 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.
During their term of office, the directors, supervisors and senior managers of the company shall regularly report to the company the shares of the company (including preferred shares) held by them and their changes; During his term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by him; 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.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company’s shares, as well as other shareholders holding shares issued before the company’s initial public offering or shares issued by the company to specific objects, who transfer their shares of the company, shall not violate laws, administrative regulations and the provisions of the CSRC on holding period, selling time, selling quantity, selling method, information disclosure, etc, And shall abide by the business rules of the stock exchange.
Article 29 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, 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, 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 comply with the provisions of paragraph 1 of this article, the shares shall be
