Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd
constitution
January 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issuance of shares 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 the general meeting of shareholders 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 I Directors Section II board of Directors Chapter VI managers and other senior managers 38 Chapter VII board of supervisors Section 1 supervisors forty
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system and profit distribution 42 section II Internal Audit Section III appointment of accounting firm 46 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. (hereinafter referred to as 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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The articles of association are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Listing Rules”), the guidelines for the standardized operation of the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “guidelines for the standardized operation”) and other relevant laws, regulations and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the company law and other laws and regulations.
The company was established on the basis of Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd. in the form of overall change: the company was registered with Xiamen market supervision administration and obtained a business license, with a unified social credit code of 91350200769278466y.
Article 3 Chinese name of the company: Xiamen Weike Jiangnan Mould & Plastic Technology Co.Ltd(000700) Co., Ltd.
English name of the company: [Xiamen voke mold & Plastic Engineering Co., Ltd.]. Article 4 company domicile: floor 1, No. 1152 and No. 1154, Chunguang Road, Xiamen Torch High tech Zone (Xiang’an) industrial zone.
Article 5 the registered capital of the company is RMB 124800000.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 from the effective date, the articles of association 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers.
It shall be settled through negotiation first. If the negotiation fails, it shall be settled through litigation. According to the articles of association, shareholders can sue shareholders, and shareholders can sue directors, supervisors, general manager and other senior managers of the company. The company may sue shareholders, directors, supervisors, general manager and other senior managers.
Article 10 the term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
The chief financial officer of the company is the financial director of the company.
Chapter II business purpose and scope
Article 11 the business purpose of the company is to independently carry out various businesses in accordance with relevant laws and regulations, continuously improve the operation and management level and core competitiveness of the enterprise, provide high-quality services for customers, maximize shareholders’ rights and interests and company value, and create good economic and social benefits.
Article 12 after being registered according to law, the business scope of the company is:
(1) Mold manufacturing; Manufacturing of auto parts and accessories; Plastic parts manufacturing; Professional design services; Manufacturing of electronic components and components; Manufacturing of other electronic equipment; Manufacturing of household beauty and health appliances; Manufacturing of household kitchen appliances; Manufacturing of other household electric appliances; Computer parts manufacturing; Manufacturing of other plastic products; Manufacturing of other metal tools; Other unspecified professional and technical services; To engage in the export business of the self-produced products of the enterprise and the import business of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise (not attached with the import and Export Commodity Catalogue), except for the commodities and technologies limited or prohibited by the state; Operate the import and export of various commodities and technologies (without additional import and Export Commodity Catalogue), except for the commodities and technologies limited or prohibited by the state.
(2) According to market changes and the needs of the company’s business development, the company can adjust its business scope and mode. To adjust the business scope and mode, the articles of association shall be amended in accordance with the provisions of the articles of association and approved by the examination and approval authority and registered with the registration authority. If the adjusted business scope belongs to the items restricted by Chinese laws and administrative regulations, it shall be approved according to law.
Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares, and the par value of the shares shall be indicated in RMB.
Article 14 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 the same class of shares issued at the same time, the issuance conditions and price of each share are the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 15 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 16 at the time of the establishment of the company, the subscribed shares and shareholding ratio of the sponsors’ shareholders are as follows:
No. name of initiator number of shares held (10000 shares) shareholding ratio (%) contribution method
1. Net assets of Zhuang Huiyang 5400.00 60.81
2. Net assets of Xiamen Coptic investment partnership 1687.90 19.01 (limited partnership)
3 Xiamen Lingwei Chuangfu management consulting partnership 686.00 7.73 net assets enterprise (limited partnership)
4 Zhang Kan 350.00 3.94 net assets
5 Wang Yan 290.00 3.27 net assets
6. Net assets of Zhuang Chaoyang 116.40 1.31
7 Xiamen liweisheng management consulting partnership 114.70 1.29 net assets industry (limited partnership)
8 Wang Zhijun 77.50 0.87 net assets
9 Guo Jinchuan 77.50 0.87 net assets
10. Net assets of jiangpeihuang 40.00 0.45
11 Shanghai Kebi management consulting partnership 40.00 0.45 net assets (limited partnership)
Total 8880.00 100 –
Article 17 the total number of shares of the company is 124800000, all of which are ordinary shares.
Article 18 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to investors 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 19 according to the needs of operation and development, in accordance with the provisions of laws and regulations and the resolution of the general meeting of shareholders, the company may increase its capital in the following ways:
(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 stipulated by laws and administrative regulations.
Article 20 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 21 under the following circumstances, the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the articles of association:
(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 due to their objection to 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 does not engage in the trading of shares of the company.
Article 22 a company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods stipulated by laws and administrative regulations.
Where the company purchases its own shares under the circumstances specified in items (III), (V) and (VI) of Article 21, it shall do so through public centralized trading.
Article 23 the acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 21 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 (III), (V) and (VI) of Article 21, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the acquisition of the company’s shares in accordance with Article 21, if it falls under the circumstances of 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 six 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the securities law and the relevant fixed of the CSRC and the stock exchange.
Section 3 share transfer
Article 24 the shares of the company may be transferred according to law.
Article 25 the company does not accept the company’s shares as the subject matter of the pledge.
Article 26 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 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 their shares of the company within 6 months after their resignation.
If the company’s directors, supervisors and senior managers leave before the expiration of their term of office, they shall still abide by the above restrictive provisions within the term of office determined at the time of holding office and within six months after the expiration of their term of office.
Article 27 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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. The board of directors of the company fails to execute the contract within the above-mentioned period
