Vontron Technology Co.Ltd(000920) articles of Association (reviewed and approved by the 33rd meeting of the sixth board of directors and subject to the approval of the general meeting of shareholders)
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 four
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
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 fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Section III Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII 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 42 Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement Chapter X 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 Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions Chapter I General Provisions
Article 1 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 2 Vontron Technology Co.Ltd(000920) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was established by public offering with the approval of the reply on Approving the establishment of Nanfang Huitong Co., Ltd. (Guo Jing Mao Gai [1998] No. 459) of the State Economic and Trade Commission of the people’s Republic of China; Registered with Guizhou market supervision and Administration Bureau and obtained a business license. The unified social credit code is 915200007096727366.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 19, 1999, the company issued 70 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on June 16, 1999.
Article 4 registered name of the company: Chinese Name: Vontron Technology Co.Ltd(000920) . English Name: vontron Technology Co., Ltd
Article 5 company domicile: No. 1518, Liyang Avenue, Guiyang National High tech Industrial Development Zone, Guiyang City, Guizhou Province, postal code: 550016.
Article 6 the registered capital of the company is 422 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or general manager 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 shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. The directors, supervisors and other shareholders of the company may sue, and the general manager, supervisors and other senior managers of the company may sue according to the articles of association.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, Secretary of the board of directors, chief financial officer and general counsel of the company.
Article 12 the company shall establish Party organizations, establish party working institutions, allocate party affairs staff and set up party organizations in the company in accordance with the articles of association of the Communist Party of China, the regulations on the work of grass-roots organizations of state-owned enterprises of the Communist Party of China (for Trial Implementation) and the opinions on Strengthening Party leadership in improving corporate governance The staffing is included in the company’s management organization and staffing, and the work funds of the party organization are included in the company’s budget and disbursed from the company’s management fees. The Party committee of the company plays the role of leadership core and political core, taking direction, managing the overall situation and promoting implementation. The employees of the company organize trade unions according to law, carry out trade union activities and safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for party organization activities and trade union activities. Chapter II business purpose and scope
Article 13 the business purpose of the company is to promote the further development of the company, constantly broaden business channels, develop high-tech industries and enhance the economic strength and market competitiveness of the company by establishing a modern enterprise system, optimizing operation and management, taking the market as the guidance, taking economic benefits as the center, taking scientific and technological progress as the driving force and relying on modern management, Expand the market share of products, maintain and increase the value of assets, and strive to provide satisfactory return on investment for all shareholders.
Article 14 the business scope of the company is: R & D, manufacturing and sales of water treatment engineering technology, products and equipment; R & D, manufacturing and sales of energy-saving and environmental protection technologies, products and equipment; R & D, manufacturing and sales of technologies, products and equipment for comprehensive utilization and recycling of resources; R & D, manufacturing and sales of photoelectric control system, optical electromechanical products and related products; R & D, manufacturing and sales of new materials such as functional materials, surface materials, composite materials and special materials; R & D, manufacturing and sales of biomedicine, ethnic medicine and medical diagnosis and treatment equipment; Import and export trade and services of technologies and goods related to production and operation; Equity investment and management. Chapter III shares section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the initiator of the company is China Railway Rolling Stock Industry Corporation.
Article 20 the total number of shares of the company is 422 million, and all shares issued by the company are ordinary shares.
Article 21 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 22 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase capital with accumulation fund;
（5） Other methods prescribed by laws and regulations and approved by the CSRC.
Article 23 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 provisions and the procedures specified in the articles of association.
Article 24 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) the 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 will not buy or sell its shares.
Article 25 If the company purchases its shares due to the circumstances specified in items (I), (II) and (IV) of Article 24 of the articles of association, it can choose one of the following methods: (I) centralized bidding trading at the stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading. When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases its shares in accordance with the provisions, if it falls under the circumstances of item (I) of Article 24 of the articles of association, 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. Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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. Article 30 if the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, 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 I shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders enjoy the following rights:
（1） Obtain dividends and other forms of profit distribution according to the shares of the company they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it according to his requirements after verifying the identity of the shareholder.
Article 35 If the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 36 directors and senior managers violate laws, administrative regulations or these regulations when performing their duties
