Souyute Group Co.Ltd(002503) articles of Association
(reviewed and approved by the company’s 2015 annual general meeting on March 25, 2016; revised for the first time by the company’s 2016 third extraordinary general meeting on November 29, 2016; revised for the second time by the company’s 2016 annual general meeting on April 14, 2017; revised for the third time by the 17th meeting of the Fourth Board of directors on April 25, 2017; revised for the fourth time by the company’s 2017 annual general meeting on April 17, 2018; revised for the first time by the company’s 2019 extraordinary general meeting on January 8, 2019) The Fifth Amendment of the Commission; On October 8, 2019, the Sixth Amendment of the third extraordinary general meeting of shareholders in 2019; The seventh revision of the fourth extraordinary general meeting of shareholders in 2019 on December 19, 2019; On June 24, 2020, the eighth revision of the third extraordinary general meeting of shareholders in 2020; The Ninth Revision of the 2020 annual general meeting of shareholders of the company on May 20, 2021; On May 19, 2022, the 10th annual general meeting of shareholders of the company in 2021 was revised.)
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI general manager and other senior managers
Chapter VII board of supervisors
Section I supervisors section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit section I financial accounting system section II Internal Audit Section III appointment of accounting firm Chapter IX notice and announcement section I notice section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation section I merger, Division Capital increase and reduction section 2 dissolution and liquidation Chapter 11 amendment of the articles of Association chapter 12 supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Souyute Group Co.Ltd(002503) (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 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 is a joint stock limited company changed and established by Dongguan Souyute Group Co.Ltd(002503) Clothing Co., Ltd; The company is registered with Dongguan Administration for Industry and Commerce and holds a business license with unified social credit code 91441900782974319e.
Article 3 on October 19, 2010, the company issued 20 million RMB common shares to the public for the first time with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”). The company’s shares were listed on Shenzhen Stock Exchange on November 17, 2010.
Article 4 registered Chinese name of the company: Souyute Group Co.Ltd(002503) .
English Name: sou Yu te Group Co., Ltd
Article 5 domicile of the company: No. 1, xinhongchang Road, Daojiao Town, Dongguan City, Guangdong Province
Postal Code: 523170
Article 6 the registered capital of the company is 3051729306 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: the company adheres to honest and law-abiding operation, provides high-quality products and services for the society through the reasonable integration and optimal utilization of the company’s assets and other social resources, realizes the sustainable development of the company, strives for the maximization of the company’s profits and values, ensures the reasonable interests of relevant parties of the company and maximizes the return on investment of all shareholders.
Article 13 after registration according to law, the business scope of the company is: Sales and online sales: clothing, shoes and hats, knitwear and textiles, leather products, down products, textile fabrics, luggage, toys, decorations, handicrafts, electronic equipment, paper products, daily necessities, watch glasses, cosmetics, electronic products, household appliances, stationery and sporting goods, clothes hangers, display racks, model props, lamps, sound equipment, pulp Chemical raw materials and chemical products (excluding hazardous chemicals), prepackaged food (including refrigerated and frozen food), bulk food (including refrigerated and frozen food, excluding bulk cooked food), meat, wood and wood products; Internet retail; Trade brokerage and brand agency; Warehousing services; Food and Beverages; Software development; Business information consultation; Information technology consulting services, data processing and storage services; Commercial factoring services; supply chain management; Cold chain service; estate management; Enterprise management consulting; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Article 14 the company shall actively implement the development concept of innovation, coordination, green, openness and sharing, and actively fulfill its social responsibilities.
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.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company and the number of shares they subscribe for and the way of capital contribution are as follows:
Serial number name of initiator amount of shares subscribed shareholding ratio contribution method
1 Ma Shaoxian 3.85 million shares, 70% of net assets
2 Ma Shaowen 1.1 million shares, 20% of net assets
3. Ma Shaohong (renamed Ma Hong) has 550000 shares and 10% net assets
Total 5.5 million shares 100%
Article 20 the total number of shares of the company is 3051729306 shares, 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 may purchase shares of the company 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) 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 purchase the shares of the company.
Article 25 a company may purchase its shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders; If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it may adopt resolutions 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 company’s shares in accordance with Article 24 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 issued before the company’s public offering of shares shall not be transferred within 36 months 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 term of office, 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 one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company they hold within six months after their resignation.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares, in violation of the relevant provisions of the securities law, sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall be owned by the company, and the board of directors of the company will recover the 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, or under other circumstances prescribed 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 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
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 suggestions
