Beijing Sanfo Outdoor Products Co.Ltd(002780)
constitution
(January 2002)
catalogue
catalogue Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit twenty-nine
Section I financial accounting system twenty-nine
Section II Internal Audit thirty-two
Section III appointment of accounting firm 32 Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-three
Section 1 merger, division, capital increase and capital reduction thirty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 36 Chapter XII Supplementary Provisions thirty-six
Chapter I General Provisions
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 1 Beijing Sanfo Outdoor Products Co.Ltd(002780) (hereinafter referred to as "the company") is a joint stock limited company established in accordance with the company law and other relevant provisions.
Article 2 with the approval of China Securities Regulatory Commission on June 24, 2015, the company issued 17 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 9, 2015.
Article 3 registered name of the company:
Full Chinese Name: Beijing Sanfo Outdoor Products Co.Ltd(002780)
Full English Name: Beijing Sanfo outdoor products Co., Ltd
Company domicile: building 4-5, Madian South Village, Xicheng District, Beijing (Desheng Park)
Postal Code: 100088
Article 4 the registered capital of the company is 157587486 yuan.
Article 5 the company is a permanent joint stock limited company.
Article 6 the chairman is the legal representative of the company.
Article 7 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 8 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 shall be legally binding on 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 9 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 10 the company's business purpose is to sell high-quality outdoor sporting goods, encourage and help people to go outdoors, exercise healthily, and fully practice the life concept of harmonious coexistence between man and nature; Establish a modern enterprise system, standardize the business behavior of enterprises, and maximize the rights and interests of all shareholders.
Article 11 after being registered according to law, the business scope of the company is: Design of outdoor sporting goods; Technology development; Technical services; Cultural and artistic exchanges (except performances); Organizing sports activities (except organizing and hosting sports competitions); Sales of cultural and sporting goods, knitwear and textiles, clothing, shoes and hats, office supplies, computer software and auxiliary equipment, household appliances, furniture, photographic equipment, labor protection supplies, hardware, electricity, daily necessities, cosmetics, outdoor equipment, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , ticketing agents, security technology products, class I and class II medical devices; Sales of class III medical devices; Commissioned production and processing, garment processing; Sales of stereotyped packaged food and beverage, cold food and wine; Retail books and periodicals; Property management, enterprise management and rental of office space; Rental of commercial housing; Technology import and export; Sales of Arts and crafts and etiquette supplies (except ivory and its products); Retail of kitchenware, sanitary ware and daily sundries; Sales of electronic products; Sales of communication equipment; Toy sales; Professional cleaning, cleaning and disinfection services; Sales of security equipment; Sales of mother and baby products. (market entities shall independently choose business items and carry out business activities according to law; sell Category III medical devices and projects subject to approval according to law, and carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities prohibited and restricted by national and municipal industrial policies.)
Chapter III shares
Section 1 share issuance
Article 12 the shares of the company shall be in the form of shares.
Article 13 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 14 the par value of the shares issued by the company is RMB 1 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 the promoters of the company and their number of shares and shareholding ratio are as follows:
No. name of shareholder number of shares (10000 shares) shareholding ratio
1 Zhang Heng 1898.9600 37.98%
2 Tianjin Yirun growth equity investment partnership (limited partnership) 624.8820 12.50%
3 Zhu Yanhua 460.8865 9.22%
4 Zhao Dongwei 352.0804 7.04%
5 Ni Zhengdong 323.5868 6.47%
6 Chen Liu 307.2726 6.145%
7 sun Lei 307.2726 6.145%
8 Boxin growth (Tianjin) equity investment fund partnership (limited partnership) 247.9034 4.96%
9 Lu Hongyi 238.4655 4.77%
10 Wang Min 94.1997 1.88%
11 Wang Jian 72.5823 1.45%
12 Chen Lei 35.9541 0.72%
13 Yang Yang 35.9541 0.72%
Total 5000 100%
The way of capital contribution of each promoter is that the promoters of the company contribute with the net assets of the original Beijing Beijing Sanfo Outdoor Products Co.Ltd(002780) supplies Development Co., Ltd. held by them as of March 31, 2011, and the capital contribution shall be paid in full when the company is established.
The net assets of the former Beijing Beijing Sanfo Outdoor Products Co.Ltd(002780) supplies Development Co., Ltd. as of March 31, 2011 have been audited and evaluated.
Article 17 the total number of shares of the company is 157587486, all of which are ordinary shares.
Article 18 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 19 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 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 stipulated in the articles of association.
Article 21 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) 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 does not engage in the trading of shares of the company.
Article 22 the company may choose one of the following ways to purchase its shares: (I) centralized bidding trading in Shenzhen Stock Exchange; (II) method of offer; (III) other methods approved by the CSRC.
The company is acquired under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 21 of the articles of association
The of the company's shares shall be conducted through public centralized trading.
Article 23 the acquisition of shares of the company due to the reasons 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. For the reasons specified in items (III), (V) and (VI) of Article 21 of the articles of association, the acquisition of shares of the company shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors. After the company purchases the shares of the company 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 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 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 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 1 year from the date when the company's shares are listed and traded in Shenzhen Stock Exchange. The directors, supervisors and senior managers of the company shall report to the company their shares held by the company and their changes. During their tenure, the number of shares transferred each year shall not exceed
