Jiangsu Bide Science And Technology Co.Ltd(605298)
constitution
catalogue
Chapter I General Provisions Chapter II purpose and business scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
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-two
Section 1 Directors twenty-two
Section 2 independent directors twenty-four
Section III board of Directors twenty-six
Section IV Secretary of the board of Directors thirty
Section V Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-nine
Section III appointment of accounting firm 39 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association forty-three
Chapter XII Supplementary Provisions forty-three
Jiangsu Bide Science And Technology Co.Ltd(605298)
constitution
(Draft)
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is changed from the original limited liability company into a joint stock limited company (hereinafter referred to as “the company”) in accordance with the company law and other relevant provisions. The shareholders of the original limited liability company are the promoters of the current joint-stock company.
The company is established by means of initiation; The company is registered with Wuxi Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91320200743701078x.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 5, 2021, the company issued 27 million RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange (hereinafter referred to as “the exchange”) on March 1, 2021.
Article 4 the registered name of the company is Jiangsu Bide Science And Technology Co.Ltd(605298) , and the English name is jiangsubide science shares Co., Ltd.
Article 5 domicile of the company: No. 27, Yuexiang Road, Yuecheng Town, Jiangyin City.
Article 6 the registered capital of the company is 140.4 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all assets of the company are divided into equal shares. The shareholders of the company shall be liable to the company to the extent of their subscribed shares, and the company shall be liable for the debts of the company with 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 the company, shareholders can sue directors, supervisors, general manager and other senior managers of 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 of the company, the Secretary of the board of directors, the person in charge of finance or other personnel recognized 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 purpose and business scope
Article 13 the business purpose of the company is to adapt to the requirements of the market, make the company develop continuously, make all shareholders obtain good business benefits and prosper the social economy.
Article 14 after being registered according to law, the business scope of the company: development, design and manufacturing of railway locomotive and vehicle accessories and communication signal accessories, air conditioning ducts and accessories; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state. (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 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 RMB 1 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 are:
Number of shares
Serial number shareholder (10000 shares) proportion (%) contribution method contribution time
1 Wang Jianqun 768 76.8 net assets converted into shares May 28, 2015
2 Liu Ying 232 23.2 conversion of net assets into shares May 28, 2015
Total 1 Tcl Technology Group Corporation(000100) .00 —
Article 20 the total number of shares of the company is 108 million, all of which are ordinary 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:
(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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
If the company purchases its shares due to the circumstances specified in items (I) and (II) of the preceding paragraph, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, 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 its shares in accordance with the provisions of paragraph 1 of this article, if it falls under the circumstances of 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of this article, it shall do so through public centralized trading.
The company shall not accept the shares of the company as the subject matter of the pledge.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and 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.
Section 3 share transfer
Article 26 the shares held by shareholders 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 one year from the date of establishment of the company. The shares of the listed company shall not be transferred within 1 year from the date of public trading of the shares of the listed company.
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; If the above-mentioned personnel leave before the expiration of their term of office, during the term of office determined at the time of taking office, the shares transferred each year shall not exceed 25% of the total shares of the company held by them directly or indirectly. Within six months after the expiration of their term of office, they shall not transfer the shares of the company held by them directly or indirectly. Those who intend to buy or sell the company’s shares during their term of office shall report to the exchange for filing in advance in accordance with relevant regulations.
Article 29 after the listing of shares is terminated, the company’s shares shall enter the agency share transfer system to continue trading. The company shall not modify the provisions of this article.
Article 30 if the directors, supervisors, senior managers and shareholders holding more than 5% of the voting shares of the company sell the company’s shares or other equity securities held by them within 6 months from the date of purchase, or buy them again within 6 months from the date of sale, the proceeds obtained therefrom shall belong to the company, and the board of directors shall recover the proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
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 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:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial accounting
