Sanyou Corporation Limited(300932)
constitution
February, 2002
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 five
Section III share transfer six
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 thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
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 thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section 2 profit distribution thirty-three
Section III internal audit thirty-six
Section IV appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement thirty-eight
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 thirty-nine
Chapter XI amendment of the articles of Association 41 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 (“company law”), the securities law of the people’s Republic of China (“Securities Law”), the guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 Sanyou Corporation Limited(300932) is a joint stock limited company (“company”) established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established by Dongguan Sanyou Corporation Limited(300932) Electric Appliance Co., Ltd. according to the overall change of book net asset value into shares. It is registered with Dongguan Administration for Industry and Commerce and has obtained a business license.
Article 3 the company has been reviewed by Shenzhen Stock Exchange and registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), issued 31.5 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on January 22, 2021.
Article 4 company name
Chinese Name: Sanyou Corporation Limited(300932) ;
English Name: Sanyou Corporation Limited;
Article 5 domicile of the company: No. 27, puxinhu Center Second Road, Tangxia Town, Dongguan City, 523719.
Article 6 the registered capital of the company is 125629513 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 of the company shall be liable to the company to the extent of the shares they subscribe, 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. Disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, either party has the right to bring a lawsuit to the people’s court where the company is located.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, the person in charge of finance, the Secretary of the board of directors and other employees appointed as senior managers by the board of directors in accordance with the provisions of the articles of association.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to create maximum value for customers, create opportunities for employees, increase value for shareholders and create benefits for the society.
Article 13 business scope of the company: general items: manufacturing of power electronic components; Sales of power electronic components; Manufacture of transformers, rectifiers and inductors; Manufacturing of electronic components; Wholesale of electronic components; Production of magnetic materials; Soft magnetic composite material sales; Manufacturing of distribution switch control equipment; Distribution switch control equipment sales; Hardware product manufacturing; Wholesale of hardware products; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Mold manufacturing; Mold sales; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Manufacturing of electrical signal equipment; Material handling equipment manufacturing; Sales of household appliances; Software development; Software sales; Information system integration service; Research and development of Internet of things technology; Internet of things technology services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engaging in investment activities with its own funds; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
The business scope of the company referred to in the preceding paragraph shall be subject to the registration approved by the company registration authority.
The company can adjust its business scope according to the market orientation, the needs of business development and its own ability, and go through the relevant change registration procedures according to the regulations.
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 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 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 the company is established, the promoters and the amount and proportion of shares held by them are as follows:
Name / name of sequence initiator number of shares (shares) shareholding ratio (%) contribution method contribution time
Claim
1 song Chaoyang 33 million 49.60 net assets converted into shares August 26, 2017
2 Fu Tiannian 15000000 22.54 net assets converted into shares August 26, 2017
3 Xu Xinqiang 12000000 18.04 net assets converted into shares August 26, 2017
Net assets of Zhang Yajie on March 26, 2017
5 pan Youjin 2243724 3.37 net assets converted into shares August 26, 2017
6 Luo Jixiang 1402327 2.11 net assets converted into shares August 26, 2017
7 Zhang Yuanyuan 504838 0.76 net assets converted into shares August 26, 2017
Total 66534846 100.00 —
Article 19 the total number of shares of the company is 125629513 shares, all of which are ordinary shares.
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 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 competent government authorities.
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 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 shall not acquire the shares of the company.
Article 24 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in 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.
Section 3 share transfer
Article 26 the shares of the company can be transferred according to law, unless otherwise stipulated in the company law, other normative documents and the articles of association.
Article 27 the company does not accept the company’s shares as the subject matter of pledge.
Article 28 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 that have been 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 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 six months after their resignation. In case of any change in the shares of the company held by directors, supervisors and senior managers due to the equity distribution of the company, the above provisions shall still be observed.
Article 29 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 within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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
