Suzhou Hengmingda Electronic Technology Co.Ltd(002947) articles of Association
February 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolution of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of Directors 38 Chapter VI general manager and other senior managers 48 Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section 1 notice Section II announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation sixty-two
Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 63 Chapter XI amendment of the articles of Association 66 Chapter XII Supplementary Provisions sixty-six
Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (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"), 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 by the overall change of Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. in accordance with the company law and other relevant provisions. The company is registered in Suzhou administrative examination and approval Bureau and now holds the business license with the unified social credit code of 913205835794960677.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on December 13, 2018, the company issued 30378003 RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on February 1, 2019.
Article 4 registered name of the company: Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Full English name of the company: Suzhou hengmingda Electronic Technology Co, Ltd
Article 5 domicile of the company: No. 1568, shipaitaji Road, Bacheng Town, Kunshan City
Postal Code: 215312
Article 6 the registered capital of the company is RMB 176071292.
Article 7 the company is a permanent joint stock limited company.
Article 8 the 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 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 shall be legally binding on 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company's business purpose: Based on the best, innovation and truth-seeking, quality first and excellence.
Article 13 after being registered by the company registration authority according to law, the business scope of the company is: R & D, design, processing, production and sales of electronic materials and devices, insulating materials and devices, optical materials and devices, nano materials and devices, precision structural parts and paper products; Import and export of goods and technology; Printing of packaging and decoration printed materials (operating according to the approved categories within the approved scope of the printing license) (except for the pre licensed operation, restricted operation and prohibited operation specified by laws and administrative regulations in the above-mentioned business projects) (for the projects that need to be approved according to law, the business activities can be carried out only after being approved by relevant departments).
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 be issued
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; For the shares subscribed by any unit or individual, the same price shall be paid 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 947 the net assets of Suzhou Electronic Technology Co., Ltd. as of the date of 00210} of 2016 were the net assets of the company as a whole, which were invested by the promoters of Suzhou Electronic Technology Co., Ltd. The promoters of the company, the number of shares held by the promoters and the share capital structure are as follows:
Shareholder name / name number of shares (shares) shareholding proportion (%) contribution time
Jing Shiping 46400000 58.0000 February 9, 2017
Shenzhen hengshida Investment Co., Ltd. 8000000 10.0000 February 9, 2017
department
Xia Chen 6153846 7.6923 February 9, 2017
Jing Jingping 5594406 6.9930 February 9, 2017
Zhang Meng 3840000 4.8000 February 9, 2017
Shanghai Weicheng enterprise management center 2662937 3.3287 February 9, 2017
(limited partnership)
Chang Wenguang 2400000 3.0000 February 9, 2017
Shenzhen hengshifeng asset management center 2400000 3.0000 February 9, 2017
Heart (limited partnership)
Jingjiang 1612755 2.0159 February 9, 2017
Wang Lei 936056 1.1701 February 9, 2017
Total 80000000 100.0000----
Article 19 the total number of shares of the company is 176071292, with RMB 1 per share, all of which are ordinary shares in RMB.
Article 20 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 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 the resolution of 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 stipulated by laws and administrative regulations.
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) 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 choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by laws, administrative regulations or the CSRC.
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; If 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 resolved at the meeting 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 the provisions of Article 23, if it falls under the circumstances 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 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.
Where the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be carried out through public centralized trading.
If it is necessary to cancel the company's shares for the above reasons, it shall go through the change registration formalities with the company registration authority in time.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company shall 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 one year from the date of the overall change and establishment of the company. The shares issued before the company's initial public offering of shares shall not be transferred within one year from the date of listing and trading of the company's shares.
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 term of office, 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 one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within half a year after leaving office. Within 12 months after reporting to leave office for six months, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by them. In case of any change in the direct holding of shares of the company by the above-mentioned personnel due to the equity distribution of the company, the above-mentioned personnel shall still abide by the above-mentioned commitments.
If the shareholders of the company have a longer-term commitment to restrict the transfer of their shares, their commitment shall prevail.
Article 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The term "shares held by directors, supervisors, senior managers and natural person shareholders" or other securities with equity nature as mentioned in the preceding paragraph includes shares held by their spouses, parents and children and by using other people's account numbers
