constitution
Articles of association of Xinhe Co., Ltd
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-five
Chapter VIII party building Chapter IX Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-two
Section III appointment of accounting firm forty-two
Chapter X notice and announcement forty-three
Section I notice forty-three
Section 2 Announcement forty-four
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XII amendment of the articles of Association 47 Chapter XIII Supplementary Provisions forty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Xin Hee Co.Ltd(003016) (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 laws and regulations.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company was approved by Xiamen Investment Promotion Bureau of Fujian Province of the people’s Republic of China (htzs [2012] No. 090) and was established by the overall change of Xinhe (Xiamen) Clothing Co., Ltd. The company is registered with Xiamen market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91350200784171077c. Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 23, 2020, the company issued 106.6667 million RMB common shares to the public for the first time, and was listed on the small and medium-sized board of Shenzhen Stock Exchange on October 26, 2020.
Article 4 Chinese name of the company: Xin Hee Co.Ltd(003016)
English Name: Xin hee Co., Ltd
Article 5 company domicile: Hongzhan building, No. 95, Huli Avenue, Huli District, Xiamen City, postal code: 361006
Article 6 the registered capital of the company is RMB 432358988.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it can adopt a resolution on the matters that need to modify the articles of association after the resolution on the increase or decrease of registered capital is passed by the general meeting of shareholders, and explain that it authorizes the board of directors to go through the registration procedures for the change of registered capital.
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 their shares, 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. The company may sue shareholders, directors, supervisors, general manager, deputy general manager and other senior managers in accordance with the articles of Association; Shareholders may sue the company in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager, deputy general manager and other senior managers of the company in accordance with the articles of association.
Article 11 the senior managers of the company 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.
Chapter II business purpose and scope
Article 12 the company’s business purpose: adopt advanced international technology and technology, introduce better mechanical equipment and scientific management methods, produce brand clothing that meets the market demand, strive to expand the international market and increase the economic and social benefits of the enterprise.
Article 13 the business scope of the company: engaged in the production and processing of clothing, shoes and socks, hats, gloves, luggage, fur and leather, jewelry, glasses, knitwear and hook fabrics; Engaged in the wholesale and import and export business of the above products and leather goods, office supplies, watches and clocks, jewellery, perfume, etc. (the above commodities do not involve state-run trade management commodities, involving quota or license management commodities, and apply according to the relevant regulations of the state); Engage in commercial activities in the form of franchise; Interior decoration and decoration.
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 principle of fairness and impartiality, and each share of the same kind shall be issued
They should have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or unit
The same price shall be paid for each share subscribed by the subscriber.
Article 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1.
Article 17 the shares issued by the company shall be registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Centralized custody of the company.
Article 18 the company is wholly changed and established by Xinhe (Xiamen) Clothing Co., Ltd. Company establishment
At the time of, each promoter contributed with the net assets of Xinhe (Xiamen) Clothing Co., Ltd., and the number of shares subscribed by each promoter
The shareholding ratio is as follows:
Sequence name of shareholders number of shares (shares) shareholding proportion contribution method contribution time
number
1 Xinhe International Co., Ltd. 250316480 78.2239% net assets converted into shares April 26, 2012
Xiamen Junsheng investment partnership (with net assets converted into shares on April 26, 2012 2 limited partnership) 26538880 8.2934%
3 L capital Xiamen fashion Ltd. 22400000 7.0000% net assets converted into shares April 26, 2012
4 purpose forest limited 4429760 1.3843% net assets converted into shares April 26, 2012
5 Xiamen xinjiajun Investment Co., Ltd. 4029760 1.2593% of net assets converted into shares April 26, 2012
6 Jufu Development Co., Ltd. 355520 1.1111% net assets converted into shares April 26, 2012
Net assets of Shanghai Xianghe Hongan equity investment partnership converted into shares on April 26, 2012 7 industry (limited partnership) 3200000 1.0000%
8 Hongye Asia Co., Ltd. 2607360 0.8148% net assets converted into shares April 26, 2012
Net assets of Shanghai Xianghe equity investment partnership converted into shares on April 26, 2012 9 (limited partnership) 1600000 0.5000%
Xiamen Junhao investment partnership (limited partnership with net assets converted into shares on April 26, 2012) 1322240 0.4132%
Total 320, 000000 100%——
The capital contribution of each promoter to subscribe for the above shares has been paid before the company issues RMB ordinary shares to the public for the first time
It has been fully subscribed and verified by a legally established capital verification institution and issued a certificate.
Article 19 the total number of shares of the company is 432358988 shares, all of which are ordinary shares in RMB, and there are no other types of shares.
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) a shareholder requests the company to purchase its shares because he disagrees 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 buy or sell the shares of the company and shall not accept the shares of the company as the subject matter of the pledge.
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 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 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 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 Article 23 of the articles of association, if it belongs to the situation in Item (I), it shall cancel the shares within 10 days from the date of acquisition; In the case of items (II) and (IV), the shares 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 such shares 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 provisions of the securities law of the people’s Republic of China. 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.
The company shall not accept the company’s shares as the subject matter of the pledge.
Section III shares
