Vanjee Technology Co.Ltd(300552)
constitution
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 seven
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-six
Section III appointment of accounting firm Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation 38 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Vanjee Technology Co.Ltd(300552) (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 securities law and other relevant provisions.
The company was established with all the shareholders of the former Beijing Vanjee Technology Co.Ltd(300552) Co., Ltd. as the sponsors and the overall change of the net assets converted into shares of the former Beijing Vanjee Technology Co.Ltd(300552) Co., Ltd. on May 31, 2011 as the base date.
The company was registered in Beijing Administration for Industry and Commerce on September 27, 2011 and obtained a business license with the business license number of 110108004603106.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 23, 2016, the company issued 26.7 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on October 21, 2016.
Article 4 registered name of the company:
Full Chinese Name: Vanjee Technology Co.Ltd(300552)
Full English Name: vanjee Technology Co., Ltd
Article 5 company domicile: Zone A, building 12, software park Beijing Centergate Technologies (Holding) Co.Ltd(000931) Haidian District, Beijing.
Postal Code: 100193
Article 6 the registered capital of the company is 2133133112 yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it may adopt a resolution on the matters requiring the amendment of the articles of association after the resolution on the increase or decrease of its registered capital is passed at 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 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, 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 11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief financial officer and chief technical officer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: adhere to the learning and enterprising attitude, create a platform for talent development, provide customers with the best service, and make the company the most valuable international company serving China and the world.
Article 13 after registration according to law, the business scope of the company includes: technical development, technical service and technical consultation of computer and electronic information, wireless data terminal, vehicle networking terminal products, vehicle mounted wireless terminal products, motor vehicle detection, optoelectronic products and radar, vehicle electronic products, integrated circuit products, microelectronic products, semiconductor materials and devices; System integration; Product design; Integrated circuit design; Integrated circuit chip design; Product installation; Professional contracting; Selling self-produced products; Technology import and export; The following projects are limited to branches: production and processing (assembly) intelligent control system, control instrument system, carrier communication transmission equipment, communication transmitter, receiver, highway traffic data collector, on-board electronic label (OBU), roadside reading and writing unit (RSU), automatic metering equipment.
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 shall be indicated in RMB.
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, the promoters of the company shall subscribe for the shares of the company by converting the net assets corresponding to the equity of the original Beijing Vanjee Technology Co.Ltd(300552) Co., Ltd. held by them into shares, and the registered capital shall be fully paid when the company is established.
The number of shares subscribed by each promoter and their proportion in the total share capital, the time and method of capital contribution are as follows:
Sequence of shares recognized when the company is established
The number of shares purchased in the name of the No. initiator, the total shares immediately, the time of capital contribution and the proportion of capital contribution (10000 shares)
1 Zhai Jun 5521.736 69.0217% net assets converted into 22 shares in September 2011
2 Cui Xuejun 613.560 7.6695% net assets in September 2011 converted into 22 shares
3 Beijing Yinhan venture capital 393.552 4.9194% September 2011 net assets converted into 22 shares of the company
4 Tian Linyan 322.848 4.0356% net assets converted into 22 shares in September 2011
Beijing Yinhan Xingye venture capital investment center 236.128 2.9516% 22 shares in September 2011
(limited partnership)
6 Shanghai Chengshu investment partnership 157.416 1.9677% net assets converted into 22 shares of enterprise (limited partnership) in September 2011
7 Liu Huixi 134.544 1.6818% net assets converted into 22 shares in September 2011
8 Zhu Weixuan 134.544 1.6818% net assets converted into 22 shares in September 2011
9 li Shaolin 102.968 1.2871% net assets converted into 22 shares in September 2011
10 Deng Yongqiang 34.320 0.4290% September 2011 net assets converted into 22 shares
11 Fang Yanming 34.320 0.4290% net assets in September 2011 converted into 22 shares
12 Wang Chunsheng 34.320 0.4290% net assets in September 2011 converted into 22 shares
13 Gao Dongfeng 30.448 0.3806% September 2011 net assets converted into 22 shares
14 Ren Yongchao 29.160 0.3645% September 2011 net assets converted into 22 shares
Sequence of shares recognized when the company is established
The number of shares purchased in the name of the No. initiator, the total shares immediately, the time of capital contribution and the proportion of capital contribution (10000 shares)
15 Zhao Yuyang 21.392 0.2674% net assets in September 2011 converted into 22 shares
16 Wu Hongwei 21.392 0.2674% net assets converted into 22 shares in September 2011
17 Zhang minlu 21.392 0.2674% September 2011 net assets converted into 22 shares
18 Li Feng 17.232 0.2154% September 2011 net assets converted into 22 shares
19 Qin Xudong 13.008 0.1626% net assets in September 2011
