Shanghai Step Electric Corporation(002527)
constitution
catalogue
Chapter I General Provisions- 1 -
Chapter II business purpose and scope- 2 -
Chapter III shares- 2 -
Section 1 share issuance- 2 -
Section II increase, decrease and repurchase of shares- 3 -
Section III share transfer- 5 -
Chapter IV shareholders and general meeting of shareholders- 6 -
Section 1 shareholders- 6 -
Section II general meeting of shareholders- 8 -
Section III convening of the general meeting of shareholders- 10 -
Section IV proposal and notice of the general meeting of shareholders- 11 -
Section V convening of the general meeting of shareholders- 13 -
Section VI voting and resolutions of the general meeting of shareholders- 16 -
Chapter V board of Directors- 19 -
Section 1 Directors- 19 -
Section II board of Directors- 22 -
Chapter VI general manager and other senior managers- 25 -
Chapter VII board of supervisors- 27 -
Section I supervisors- 27 -
Section II board of supervisors- 28 -
Chapter VIII Financial meeting system, profit distribution and audit- 29 -
Section I financial accounting system- 29 -
Section II Internal Audit- 32 -
Section III appointment of accounting firm- 32 -
Chapter IX notices and announcements- 32 -
Section I notice- 32 -
Section II announcement- 33 -
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 33 -
Section 1 merger, division, capital increase and capital reduction- 33 -
Section 2 dissolution and liquidation- 34 -
Chapter XI amendment of the articles of Association- 36 -
Chapter XII Supplementary Provisions- 36 -
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 was established by Shanghai Shanghai Step Electric Corporation(002527) Electric Co., Ltd. with audited net assets converted into shares. It was registered with Shanghai market supervision and Administration Bureau and obtained a business license. The unified social credit code is 9131 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 751688xt and the license number is 000 China Vanke Co.Ltd(000002) 01603210032.
Article 3 the company issued 50 million RMB common shares to the public for the first time on November 29, 2010 with the approval of the China Securities Regulatory Commission (hereinafter referred to as "CSRC") zjxk [2010] No. 1723. These shares are domestic shares issued to domestic investors and subscribed in RMB. The company was listed on Shenzhen Stock Exchange on December 24, 2010.
If the company's shares enter the agency share transfer system to continue trading after the listing of the company's shares is terminated, the provisions of this paragraph shall not be modified when the company modifies the articles of association.
Article 4 registered Chinese name of the company: Shanghai Step Electric Corporation(002527) .
Article 5 company domicile: No. 289, Xinqin Road, Xinfeng village, Nanxiang Town, Jiading District.
Postal Code: 201802.
Article 6 the registered capital of the company is 659951891 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 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, 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 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 company's business purpose: high quality and efficiency, excellence, scientific and technological innovation and honest service. Article 14 after registration according to law, the business scope of the company is: production and processing of electric control equipment, sales of mechanical equipment, communication equipment (except special control), instruments and meters, and consulting services; Engaged in the import and export of goods and technology. (if the operation of an enterprise involves administrative license, it shall be operated with license).
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, and the par value of each share shall be RMB 1.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is established, the total number of ordinary shares issued to all promoters is 150 million, with a par value of 1 yuan per share and a total share capital of 150 million yuan. The number of shares subscribed by each promoter and its proportion in the total shares of the company are as follows:
Serial number name / name of the initiator the proportion of the number of shares subscribed to the total shares
(10000 shares)
1. Jidefa 42932865 2862191%
2 Liu Liping 21115800 1407720%
3 yuan Zhongmin 14435430 962362%
4 Zhu Qianghua 14435430 962362%
5 Ji Yi 14077200 938480%
12029520 801968% for 6 sheets
7 Wang Chunxiang 5230230 348682%
8 Cai Liang 3486825 232455%
9 Shen Huizhong 3486825 232455%
10 Hu Zhitao 1743420 116228%
11 Zhu bin 1743420 116228%
12 Zhao Gang 1202955 080197%
13 Peng Shengguo 532860 035524%
14 Zhang Jinhua 532860 035524%
15 Kuang Yufeng 176010 011734%
16 Ma Jianxiong 336720 022448%
17 Qian Wei 176010 0 011734%
Zhang Lifang 117018%
19 Chen Huafeng 453165 030211%
1032075% of Zhaokun
21 Dang Libo 9.7440 006496%
22 Cen Xiaoyan 9.7440 006496%
23 Li Wei 9.7440 006496%
24 Jiang Haiping 7.3335 004889%
25 Tang Jinqing 9.7440 006496%
26 song Jibo 9.7440 006496%
27 jinxinhai 9.7440 006496%
28 Zhou Fengjian 3571425 238095%
29 Wei Zhonghao 5357145 357143%
30 Shanghai Kesheng investment 892860 059524%
limited company
31 Shanghai baishuo business consulting 686610 045774%
limited company
32 Shanghai Kaiyue business consulting 375855 025057%
limited company
Total 15 Tcl Technology Group Corporation(000100) %
Article 20 the total number of shares of the company is 659951891 shares, with a par value of RMB 1 per share, 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 registered 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 specified in the articles of association.
Article 24 the company may purchase its shares 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) 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 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; The company is due to items (III) and (V) of paragraph 1 of Article 24 of the articles of association
