Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
constitution
January 2002
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shandong Liancheng Precision Manufacturing Co.Ltd(002921) (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 foreign-invested joint stock limited company established by Shandong Liancheng Group Co., Ltd. in accordance with the company law and other relevant provisions and approved by Shandong Provincial Department of commerce with “LSS [2015] No. 245” Reply of Shandong Provincial Department of Commerce on the change of Shandong Liancheng Group Co., Ltd. into a foreign-invested joint stock limited company. The company was registered with Shandong Administration for Industry and Commerce and obtained the business license with the unified social credit code of “91370000166116783g” on November 4, 2015.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 8, 2017, the company issued 20 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 27, 2017.
Article 4 registered name of the company:
Chinese: Shandong Liancheng Precision Manufacturing Co.Ltd(002921)
English: Shandong Liancheng Precision Manufacturing Co., Ltd
Article 5 company domicile: No. 6, beihuancheng Road, Yanzhou Economic Development Zone, Jining City, Shandong Province, postal code: 272100.
Article 6 the registered capital of the company is RMB 106.080816 million.
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, 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
Legally binding documents of 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 company’s deputy general manager, Secretary of the board of directors, chief financial officer and other personnel recognized by the company’s board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to provide high-quality products and services to the society, safeguard the legitimate rights and interests of shareholders according to law, and provide favorable returns to shareholders.
Article 13 business scope of the company: design, development and manufacturing: various auto parts, construction machinery, tractors and other mechanical parts; Parts for water treatment system, commercial air conditioner, hydraulic system, industrial valve and reducer; Black and non-ferrous metal forging, precision casting, die casting, gravity casting; Precision die forging and alloy steel forging; R & D and manufacturing of electromechanical automation equipment; Design and manufacture of tooling and mould; Precision parts for expressway, high-speed railway, rail transit and power locomotive; Building hardware; Technical advisory services; Rental of self owned houses; estate management. Engaged in the sales of the company’s own products. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license)
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, 60 million shares shall be issued to the promoters.
The name and shareholding ratio of each promoter at the time of establishment of the company are as follows:
Name of shareholder number of shares (10000 shares) shareholding ratio
（%）
Guo yuanqiang 1944.00 32.40
Cuili Holding Co., Ltd. 720.00 12.00
Shandong high tech Venture Capital Co., Ltd. 661.20 11.02
LUZHENG Venture Capital Co., Ltd. 418.80 6.98
Qin Yiyi 390.00 6.50
Qin Tonglin 390.00 6.50
Qintonghe 390.00 6.50
Qin Fuqiang 390.00 6.50
Shanghai Yihai venture capital partnership (limited partnership) 300.00 5.00
Jining yingfeinidi venture capital center (limited partnership) 120.00 2.00
Beijing Shengyuan Chengmei Consulting Co., Ltd. 90.00 1.50
Hony Consulting(HK) Limited 60.00 1.00
Jining Yanzhou Juntai Investment Management Co., Ltd. 30.00 0.50
Shanghai Junyu Investment Management Co., Ltd. 30.00 0.50
Shanghai Niuhe New Material Technology Co., Ltd. 30.00 0.50
Yinghua Li 24.00 0.40
Jining Yanzhou Taidong Investment Co., Ltd. 12.00 0.20
Total 6000.00 100.00
Article 19 the total number of shares of the company is 106080816 shares, all of which are ordinary shares, with a share of 1 yuan.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 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.
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 specified in the articles of association.
Article 23 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) 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) it is necessary for a listed 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.
When the company issues convertible corporate bonds, the issuance and conversion procedures and arrangements of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be handled in accordance with the provisions of national laws, administrative regulations, departmental rules and other documents and the provisions of the company’s prospectus for convertible corporate bonds.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where 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 shall be carried out 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 resolved by the general meeting of shareholders; If the company purchases its shares under 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 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.
After the listing of the shares is terminated, the company’s shares will enter the national share transfer system for small and medium-sized enterprises and continue to be traded.
Article 27 the company does not accept the company’s shares 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.
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 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after purchase, or buy them again within 6 months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless a securities company holds more than 5% of the shares due to the sole agency purchase of the remaining after-sales shares and other circumstances stipulated by the securities regulatory authority under the State Council.
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 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 30 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; hold
