Articles of association of Zhejiang Jingsheng electromechanical Co., Ltd
(the articles of association was revised at the 22nd Meeting of the 4th board of directors) February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope four
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
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 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 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-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-six
Section III appointment of accounting firm Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
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, 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), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316) is a joint stock limited company established in accordance with the company law (hereinafter referred to as the “company”). Establishment of Shangyu Engineering Co., Ltd.
The company is registered with Zhejiang market supervision and Administration Bureau and has obtained a business license with a unified social credit code of 913300007964528296. The company operates independently, assumes sole responsibility for its profits and losses, conducts independent accounting and pays taxes according to law. In accordance with the provisions of the party constitution and the regulations on the work of the branches of the Communist Party of China, the company establishes the working organization of the party and is equipped with party affairs staff. The establishment and staffing of the party organization are included in the management organization and staffing of the company, and the work funds of the party organization are included in the budget of the company and disbursed from the management expenses of the company. The Party committee plays a political core role in the company, guides and supervises the enterprise to strictly abide by national laws and regulations, unites and condenses the staff and workers, safeguard the legitimate rights and interests of all parties according to law, build an advanced enterprise culture and promote the healthy development of the company.
Article 3 registered name of the company:
Chinese Name: Zhejiang Jingsheng Mechanical & Electrical Co.Ltd(300316)
English Name: Zhejiang Jingsheng M & E Co., Ltd
Article 4 with the approval of China Securities Regulatory Commission on March 23, 2012, the company issued 33.35 million RMB ordinary shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on May 11, 2012.
Article 5 The domicile of the company is 218 Tongjiang West Road, Shangyu District, Shaoxing City, postal code: 312300. Article 6 the registered capital of the company is 1286474714 yuan.
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 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. 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 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 12 business purpose of the company: independently carry out various businesses in accordance with relevant laws and regulations, continuously improve the operation and management level and core competitiveness of the enterprise, provide high-quality services for customers, maximize shareholders’ rights and interests and company value, create good economic and social benefits, and promote prosperity and development. Article 13 after being registered according to law, the business scope of the company: crystal growth furnace, semiconductor material preparation equipment, mechanical and electrical equipment manufacturing and sales; Import and export business.
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 kind 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, and the par value of each share shall be RMB 1. 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 all promoters subscribe for 10000 shares, the net assets of the company shall be taken as follows:
No. name of initiator number of shares (10000 shares) share proportion
1 Shangyu Jinlun Investment Management Consulting Co., Ltd. 7494.40 74.944%
2 Qiu MINXIU 494.90 4.9490%
3 Cao Jianwei 434.77 4.3477%
4 Li Shilun 276.32 2.7632%
5. Gross forest 217.28 2.1728%
6 He Jun 98.72 0.9872%
7 Zhu Liang 69.76 0.6976%
8 Zhang Jun 57.63 0.5763%
9 Fu linjian 37.28 0.3728%
10 Tao Ying 17.14 0.1714%
11 Zhejiang University Venture Capital Co., Ltd. 200.45 2.0045%
12 Zhejiang Gufeng Investment Management Co., Ltd. 200.45 2.0045%
13 Mu Xiaoying 120.27 1.2027%
14 Wang Li 80.18 0.8018%
15 Shen Bowei 200.45 2.0045%
Total 10000 100%
Article 19 the total number of shares of the company is 1286474714 shares, and all shares are ordinary shares in RMB.
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 shall not purchase its own shares. However, except under any of 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 subject to the resolution of the general meeting of shareholders; 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 can be implemented in accordance with the provisions of the articles of association and through the resolution of the board meeting attended by more than 2 / 3 of the directors.
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 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 company’s shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares and within half a year after leaving the company.
Article 29 the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company shall purchase the shares of the company they hold
