Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
constitution
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 III 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 2 independent directors
Section III board of directors
Section 4 special committees of the board of directors
Section V Secretary of the 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 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
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 Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) is a joint stock limited company (hereinafter referred to as “the company”) established 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. Business license No.: 913 Dalian Demaishi Precision Technology Co.Ltd(301007) 161431629.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 10, 2017, the company issued 15.2 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on April 12, 2017.
Article 4 registered name of the company: Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860)
English Name: Hangzhou star shuaier Electric Appliance Co Ltd
Article 5 domicile of the company: No. 99 (buildings 2, 3, 4 and 5), jiejieling, Zhujia village, Shoujiang Town, Fuyang District, Hangzhou. Article 6 the registered capital of the company is 306726517 yuan.
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 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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors and senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors and senior managers of the company in accordance with the articles of association.
Article 11 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors and chief financial officer 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: integrity-based and common development.
Article 14 with the approval of the company registration authority, the business scope of the company is: Production: relay, kitchen electronic equipment, chip components, sensitive components, frequency conversion controller, sealed wiring socket, EVA adhesive film material, Cecep Solar Energy Co.Ltd(000591) components. Sales: products produced by the company; New energy technology development and technology transfer Cecep Solar Energy Co.Ltd(000591) power station and distributed power station design and installation; Import and export of goods (except for the items prohibited by laws and administrative regulations, and the items restricted by laws and administrative regulations can be operated only after obtaining permission) (for the items that must be approved according to law, the business activities can be carried out only after being approved by relevant departments).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares. All shares issued by the company are ordinary 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 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 at the time of the 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:
Proportion of shareholding in registered capital shareholder name or name (share) contribution method contribution time (%)
Hangzhou Fuyang Hangzhou Star Shuaier Electric Appliance Co.Ltd(002860) investment 252525
12626250 net assets converted into shares December 2010
limited company
Lou Yuegen 20294050 net assets converted into shares December 2010405881
Xia Qikui 2092950 net assets converted into shares December 2010 4.1859
Sun Huamin 1958850 net assets converted into shares December 2010 3.9177
Lu Wencheng 962650 net assets converted into shares December 2010 1.9253
Niu Jianhua 833200 net assets converted into shares 1.6664 in December 2010
Huang Luping 407050 net assets converted into shares December 2010 0.8141
Floor Yazhen 478900 net assets converted into shares December 2010 0.9578
Gong Yizhang 478900 net assets converted into shares December 2010 0.9578
Chebaogen 957850 net assets converted into shares December 2010 1.9157
Building GAODA 478900 net assets converted into shares 0.9578 in December 2010
Xu Zaixin 478900 net assets converted into shares December 2010 0.9578
Yuan PuYao 3243950 net assets converted into shares 6.4879 in December 2010
Park Zhongyun 4707600 net assets converted into shares 9.4152 December 2010
Total 50000000 — 100
Article 20 the total number of shares of the company is 306726517 ordinary shares in RMB.
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:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
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 purchases 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 carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (3), (5) and (6) of Article 24 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 Article 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; In the case of items (3), (5) and (6), 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 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 one 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 30 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 within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. 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.
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 paragraph 1 of this article, 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 of this article, 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 according to the certificates provided by the securities registration authority, and the shares shall be registered
