Chapter Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083)
Cheng
February 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 three
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of shareholders’ meeting fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI 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-seven
Section III Special Committee of the board of Directors thirty-one
Section 4 independent directors 33 Chapter VI senior management Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors thirty-seven
Section III resolution of the board of supervisors 38 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 42 Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement Chapter X merger, division, dissolution and liquidation forty-four
Section 1 merger or division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) (hereinafter referred to as “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”) and other relevant provisions.
Article 2 the company is a foreign-invested joint stock limited company established by the overall restructuring of the original Dongguan Jinsheng Plastic Products Co., Ltd. in accordance with the company law, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other laws, regulations and normative documents.
Article 3 the company is established in the form of sponsorship with the approval of SZP [2008] No. 138 document of the Ministry of Commerce of the people’s Republic of China. The company is registered with Dongguan Administration for Industry and commerce, and the unified social credit code is 914419007480352033.
Article 4 on April 26, 2010, the company issued 25 million ordinary shares in RMB to the public for the first time and was listed on the growth enterprise market of Shenzhen Stock Exchange on May 20, 2010 with the approval of China Securities Regulatory Commission in the document of zjxk [2010] No. 535.
Article 5 registered name of the company
Full Chinese Name: Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) , abbreviation: ” Guangdong Create Century Intelligent Equipment Group Corporation Limited(300083) “;
English Name: Guangdong create century intelligent equipment Group Corporation Limited Article 6 The domicile of the company is: Shangjiao village, Chang’an Town, Dongguan City;
Postal Code: 523878.
Article 7 the registered capital of the company is 1543176379 yuan.
The registered capital of the company may be changed after the general meeting of shareholders of the company and the approval of the examination and approval authority.
Article 8 the company is a permanent joint stock limited company. Article 9 the general manager 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 their shares, 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 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. According to the articles of association, shareholders can sue the company; Shareholders can sue shareholders; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company. The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of association.
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 and the person in charge of finance of the company. Article 13 the company is a Chinese legal person and is governed and protected by Chinese laws. Companies engaged in business activities must abide by the laws of China
Laws, regulations and relevant provisions, abide by social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibility.
Chapter II business purpose and scope
Article 14 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, create good economic and social benefits and maximize the value of the company. The company implements the development concept of innovation, coordination, green, openness and sharing, actively performs social responsibilities and ensures the legitimate rights of shareholders.
Article 15 with the approval of the company registration authority, the business scope of the company is: R & D, design, production, processing and sales: plastic precision molds and precision components of communication products, computer products and consumer electronics products, magnesium alloy, aluminum alloy and other metal precision molds and precision components, Metal powder metallurgy injection molding (MIM) precision molds and precision components, carbon fiber and other composite precision molds and precision components. Design, technical development, production and sales of various antenna products of mobile terminals and other products; Design, development, production and sales of various sensors and other electronic components; Research and development, design, production, processing and sales of bioengineering materials, other new materials and their products. R & D, design, production, processing and sales of touch screen and its protective glass, led and other optical and photoelectric products and their precision parts and components.
Research and development of intelligent manufacturing system; Consulting, design, manufacturing, transformation, sales, installation and technical services of automation and intelligent equipment and accessories; Consultation, design, manufacturing, transformation, sales, installation and technical services of automatic production lines in digital workshops and intelligent chemical plants; Engaged in technical development, technical consultation and technical services in the field of mechanical technology; Design and technical services of intelligent manufacturing educational products; Sales of auto parts, mechanical equipment and accessories, electronic products, communication equipment and related products, computer software and auxiliary equipment, industrial automation control equipment; Rapid prototyping technology development and technical services; Internet of things technology services; Sensor development and sales; Development and technical services of industrial software; Big data analysis and technical services. Technical development and sales of computer software; Sales and leasing of mechanical equipment; Design, development, service and lease of Siasun Robot&Automation Co.Ltd(300024) and automation equipment, mechanical and electronic equipment, industrial Siasun Robot&Automation Co.Ltd(300024) and CNC machine tools; Photoelectric technology and product development, sales and leasing; Technical development, sales and leasing of hardware products, mechanical parts and electromechanical equipment; R & D, production, sales, commissioning, installation and after-sales service of mask machine; Non residential real estate leasing; Mechanical equipment leasing; China’s trade, import and export of goods and technology.
According to its own development capacity and business needs, the company may adjust its business scope and set up branches at home and abroad with the approval of the company registration authority.
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 equal 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 18 the par value of the shares issued by the company shall be indicated in RMB. Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 20 the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
No. shareholder name number of shares held (10000 shares) shareholding ratio (%)
1 Jinhui International Enterprise Co., Ltd. 6150 82
2 Guangdong Yinrui Investment Management Co., Ltd. 1125 15
3 Xinyu Jiazhong Industrial Investment Co., Ltd. 225 3
Total share capital: 75 million shares
All promoters took the audited net assets corresponding to their rights and interests in the company as their capital contribution, which was completed in March 2008.
Article 21 the total number of shares of the company is 1543176379. The capital structure of the company is 1543176379 ordinary shares, and the company has no other types of 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) the provisions of laws and administrative regulations and the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”)
Other ways to do so.
Article 24 the company may reduce its registered capital. The reduction of the registered capital of a company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 25 under the following circumstances, the company may repurchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) for employee stock ownership plan or equity incentive plan;
(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.
Except for the above circumstances, the company will not engage in the trading of the company’s shares.
Article 26 a company may acquire its own shares through public centralized trading or other means approved by laws and regulations and the CSRC.
Article 27 the company’s acquisition of shares of the company due to items (1) to (2) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares for the reasons specified in items (III), (V) and (VI), it shall be approved by the resolution of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 25, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4) of Article 25 of the articles of association, 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. The specific implementation rules shall be implemented in accordance with relevant laws, administrative regulations or rules.
When the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
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 shares of the company 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 company.
The shares issued before the public offering of shares by the company shall be one year from the date when the company’s shares are listed and traded on the stock exchange
