Zhejiang Taitan Co.Ltd(003036)
constitution
January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares two
Section 1 issuance of shares two
Section II increase, decrease and repurchase of shares three
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders nine
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors eighteen
Section 1 Directors eighteen
Section 2 independent directors twenty-one
Section III board of Directors twenty-five
Section IV Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section 2 profit distribution thirty-eight
Section III internal audit forty
Section IV appointment of accounting firm 40 Chapter IX notices and announcements forty
Section I notice forty
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-four
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, 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), the guidelines for the articles of association of listed companies and the standards for the governance of listed companies The articles of association are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules and normative documents.
Article 2 the company is a joint stock limited company (hereinafter referred to as "the company") established by an overall change of a limited liability company in accordance with the company law and other relevant provisions.
The company is registered with Zhejiang market supervision and Administration Bureau and has obtained a business license. The business license number is 91330000704207173a.
The company establishes the organization and working organization of the Communist Party of China in accordance with the articles of association of the Communist Party of China. The Party committee plays a political core role in the company.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on January 8, 2021, the company issued 54 million RMB common shares to the public for the first time and was listed on the stock exchange on January 28, 2021.
Article 4 registered name of the company: Zhejiang Taitan Co.Ltd(003036)
Full English Name: Zhejiang Taitan Co., Ltd
Article 5 company domicile: No. 99 Titan Avenue, Qixing street, Xinchang County, Zhejiang Province
Article 6 the registered capital of the company is RMB 216 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 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 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers appointed by the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company's business purpose: in accordance with the requirements of the socialist market economy and focusing on the fundamental task of developing social productive forces, develop and produce advanced products, actively expand the market at home and abroad, strive to build the enterprise into a first-class advanced enterprise with fast development speed, good benefits and high quality, increase taxes for the state and accumulate funds for the enterprise, Seek legal interests for all shareholders and employees of the company.
Article 13 after being registered according to law, the business scope of the company: import and export business (see the approval document of the Ministry of foreign trade and economic cooperation for details); Production, sales and consulting services of textile machinery and accessories, mechanical equipment and accessories, textile equipment, household appliances and accessories, capsule machinery and hardware products, and road cargo transportation (operated with license). (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 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 (par value 1 yuan per share).
Article 17 the shares issued by the company shall be centrally deposited in the branch of China Securities Depository and Clearing Corporation.
(1) After the listing of the shares is terminated, the company's shares enter the agency share transfer system to continue trading;
(2) The company shall not amend the provisions of the preceding paragraph in the articles of association.
Article 18 at the time of establishment of the company, the names of the sponsors' shareholders, the number of shares subscribed, the method and time of capital contribution are as follows:
Shareholder's name or number of shares held contribution method contribution time proportion in registered capital (shares) (%)
Xinchang Titan Textile Machinery General Co., Ltd
Collective fund management of factory employees 104771600.41 net assets to shares 97.59 August 1998
association
Xinchang No. 2 light assets management 2085700.00 net assets to shares 1.94 in August 1998
company
Xinchang light industrial machinery factory 300000.00 currency 0.28 August 1998
Zhao Lue 100000.00 currency August 1998 0.09
Liang Xingxian 100000.00 currency August 1998 0.09
Total 107357300.41 -- 100%
Article 19 the total number of shares of the company is 216 million, all of which are ordinary shares in RMB.
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;
(IV) increase the share capital with the accumulation fund;
(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) necessary for the 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.
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.
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 (including preferred shares) of the company held by them and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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.
In addition to complying with the above provisions of the articles of association, the directors, supervisors and senior managers of the company shall also strictly abide by their commitments on the transfer of shares of the company in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC.
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, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares purchased and other exceptions stipulated by the securities regulatory authority under the State Council, the time limit for selling the shares is not subject to six months.
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
