constitution
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Section III Special Committee of the board of Directors thirty-one
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-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II profit distribution policy thirty-seven
Section III internal audit thirty-nine
Section IV appointment of accounting firm thirty-nine
Chapter IX notices and announcements forty
Section I notice forty
Section II announcement forty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation forty-two
Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-four
Anhui Korrun Co.Ltd(300577) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Anhui Korrun Co.Ltd(300577) (hereinafter referred to as “the company”), shareholders and creditors and standardize the organization and behavior of the company, these 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 the company is a joint stock limited company established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant laws and regulations.
The company was established by overall change, registered with Chuzhou Administration for Industry and Commerce and obtained the business license of enterprise legal person, with a unified social credit code of 91341100697359071m.
Article 3 on November 18, 2016, the company issued 16.67 million RMB common shares to the public for the first time with the approval of the document of China Securities Regulatory Commission (zjfz [2016] No. 2746), and was listed on the entrepreneurship board of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on December 21, 2016.
Article 4 registered name of the company: Anhui Korrun Co.Ltd(300577) .
English name of the company: Anhui Korrun Co., Ltd
Article 5 company domicile: No. 1555, Tongle Road, Chuzhou City, Anhui Province, postal code: 239000.
Article 6 the registered capital of the company is RMB 239789444.
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 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to build a global functional bag company.
Article 13 after being registered according to law, the business scope of the company is: general items: luggage manufacturing; Luggage sales; Sales of outdoor products; Mold manufacturing; Mold sales; Retail of computer software, hardware and auxiliary equipment; Garment manufacturing; Clothing manufacturing; Clothing research and development; Fabric textile processing; Clothing retail; Clothing accessories sales; Internet sales (except sales of goods requiring license); Software development; Information technology consulting services; Loading, unloading and handling; Non residential real estate leasing; Housing rental. Licensed items: import and export of goods; Technology import and export; Road cargo transportation (excluding dangerous goods).
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 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 16 the par value of the shares issued by the company is 1 yuan per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, it issues 50 million RMB ordinary shares to the promoters. The details of the promoters and the number of shares subscribed are as follows:
Serial number name of shareholder amount of shares subscribed (shares) mode of contribution shareholding ratio (%)
1 fan Jinsong 4124480 net assets 82.48
2 Gao Xiaomin 2500000 net assets 5.00
3. Wang Bing 1503760 net assets 3.01
4 Zhang su1503760 net assets 3.01
5.1 million net assets 2.00
6 fan Zeguang 500000 net assets 1.00
7. Fan Fengyun 500000 net assets 1.00
8 fan Lijuan 500000 net assets 1.00
9 Ding Lijun 500000 net assets 1.00
10. Jiejianghua 150000 net assets 0.30
11 Cai Gang 100000 net assets 0.20
Total 50000000 – 100.00
Article 19 the total number of shares of the company is 239789444, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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 stipulated 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) 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 shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved 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 the company’s acquisition of shares of the company due to the circumstances in items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to 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 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 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 one year from the date when the company’s shares are listed and traded on the gem of Shenzhen 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 1 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.
If the shareholders of the company have a longer-term commitment to transfer restrictions on the shares of the company, their commitment shall prevail.
If Shenzhen Stock Exchange has other restrictions on the transfer of shares held by shareholders of the company, the relevant provisions of Shenzhen Stock Exchange shall prevail.
Article 29 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 they buy them, or buy them again within 6 months after they sell 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 purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 30 the company shall
