Adopt Technology Co., Ltd
constitution
February, 2002
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 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 fourteen
Section IV proposal and notice of the general meeting of shareholders sixteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-two
Section III appointment of accounting firm Chapter IX notices and announcements forty-four
Notice section 1 forty-four
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-eight
Adopt the articles of association of science and Technology Co., Ltd
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of adoptive Technology Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The articles of association of the company are formulated in accordance with the guidelines for the articles of association of listed companies, the guidelines for the governance of listed companies issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the rules for the listing of shares on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “rules for the listing of shares”) issued by Shenzhen Stock Exchange and other relevant provisions.
Article 2 the company was established on September 20, 2017 by way of sponsorship in accordance with the company law and other relevant provisions, registered with Wuxi Administration for Industry and Commerce and obtained a business license.
Article 3 the company was registered with the consent of China Securities Regulatory Commission on December 16, 2021, issued 23508800 ordinary shares in RMB to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on January 26, 2022.
Article 4 the company has independent legal person status and enjoys civil rights and assumes civil liabilities according to law.
Article 5 registered name of the company: adoptive Technology Co., Ltd;
English Name: Caina Technology Co., Ltd
Article 6 domicile of the company: No. 253, Chenglu Road, Huashi Town, Jiangyin City.
Article 7 the registered capital of the company is 94035122 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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 12 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, the person in charge of Finance and other senior managers appointed by the board of directors.
Article 13 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 14 the business purpose of the company: through the organizational form of a joint stock limited company, improve the level of operation and management, maximize economic benefits and create satisfactory economic returns for all shareholders.
Article 15 after being registered according to law, the business scope of the company is: the research, production and development of chip dispensing needles, veterinary needles and stainless steel capillaries; Hardware processing; Manufacturing and processing of rubber and plastic products; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) licensed projects: production of class II medical devices; Production of class III medical devices; Class III medical device business; Production of sanitary products and disposable medical products; Disinfectant production (excluding hazardous chemicals); Road cargo transportation (excluding dangerous goods); Import and export agency (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: Sales of class II medical devices; Sales of sanitary supplies and disposable medical supplies; Sales of disinfectants (excluding hazardous chemicals); Production of class I medical devices; Sales of class I medical devices; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of labor protection articles; Sales of labor protection articles; Production of special labor protection articles; Sales of special labor protection articles; Hardware product manufacturing; Hardware product R & D; Retail of hardware products; Sales of rubber products; Non residential real estate leasing; Mechanical equipment leasing; Professional cleaning, cleaning and disinfection services (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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; Any unit or individual subscribing for shares of the same class issued at the same time shall pay the same price per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB. The par value of each share is RMB 1.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 at the time of the establishment of the company, the names of the promoters, the number of shares subscribed, the proportion of equity and the way of capital contribution of the company are as follows:
Serial No. number of shares subscribed by the initiator (10000 shares) shareholding ratio contribution method
1 Army 3060 51 net assets converted into shares
2 Lu Weiwei 1620 27 net assets converted into shares
3 Zhao Hong 600 10 net assets converted into shares
4 Wuxi weidayuan investment enterprise (limited partnership) 360 6 net assets converted into shares
5 Wuxi weidafeng investment enterprise (limited partnership) 360 6 net assets converted into shares
Total 6000 100-
Article 21 the total number of shares of the company is 94035122, and the capital structure of the company is 94035122 ordinary shares.
Article 22 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 23 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 24 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 25 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;
(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) 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.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 26 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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 If the company purchases its shares for the reasons specified in items (I) to (II) of paragraph 1 of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it may adopt a resolution of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 25 of the articles of association, if it falls into the situation 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 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the joint stock company. The shares issued before the company’s initial 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 Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall report their shares (including preferred shares, if any) and their changes to the company. During their term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same type 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 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling, and the proceeds therefrom shall belong to the company, The board of directors of the company will recover its income and disclose the following contents in time:
(I) illegal trading by relevant personnel;
(II) treatment measures taken by the company;
(III) the calculation method of income and the specific situation of income recovery by the board of directors;
(IV) other matters required to be disclosed by the CSRC or Shenzhen Stock Exchange.
However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, or other circumstances prescribed by the securities regulatory authority under the State Council.
The shares held by the shareholders, supervisors or other persons with the nature of shares held by their parents, supervisors or other persons with the nature of shares of the company, including the shares held by their parents, supervisors or other persons referred to in the preceding paragraph
