Shenzhen King Explorer Science And Technology Corporation(002917)
constitution
February 2022
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 Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
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 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-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-eight
Section III appointment of accounting firm 38 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shenzhen King Explorer Science And Technology Corporation(002917) (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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the articles of association of listed companies and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
Article 3 the company is established by way of sponsorship, registered with Shenzhen market supervision and Administration Bureau, and obtained the business license. The unified social credit code is 91440300279482691g.
Article 4 on November 10, 2017, the company issued 28.27 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on December 8, 2017 with the approval of the “CSRC license [2017] No. 2043” document of China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 5 registered Chinese name of the company: Shenzhen King Explorer Science And Technology Corporation(002917)
Company English Name: Shenzhen King Explorer science and Technology Corporation Article 6 company domicile: 33rd floor, United headquarters building, high tech Zone, No. 63, Gaoxin South 10th Road, Binhai community, Yuehai street, Nanshan District, Shenzhen.
Article 7 the registered capital of the company is 347614197 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 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 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 other shareholders, the company, directors, supervisors, general manager and other senior managers of the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 12 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 the company’s business purpose: to meet the requirements of the market economy, make full use of the excellent mechanism of the joint-stock economic organization form, give full play to the advantages of each promoter, make the company develop continuously, obtain good economic benefits for all shareholders and prosper the social economy.
Article 14 after registration according to law, the business scope of the company is: production and sales of compound emulsifier, continuous emulsification process, equipment, industrial Siasun Robot&Automation Co.Ltd(300024) , automatic intelligent equipment, electromechanical and chemical products, computers and accessories, instruments, meters and the design, development, technology transfer and consulting services of the above projects; R & D and sales of energy-saving and environmental protection products; Development, promotion, consultation, transfer and technical services of energy conservation and environmental protection technologies; Investment in industry (specific projects will be reported separately); Technical development of information software and computer network (excluding restricted items); Own property lease; China’s trade (excluding monopoly, exclusive control and monopoly commodities); Sales of cars (except used cars) and auto parts; Mechanical equipment leasing (mechanical equipment leasing without operators, excluding financial leasing activities); Car rental (excluding car rental with operators); Operate import and export business (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission). The specific business scope approved by the industrial and commercial registration authority shall prevail.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 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 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “securities registration authority”).
Article 19 based on the audited net assets of the limited company, the promoters of the company shall be converted into their promoters’ shares in the company according to the proportion of their equity in the limited company.
When the promoters of the company initiate the establishment of the company, their shareholding amount and shareholding ratio are:
No. name of initiator / share (10000 shares) share proportion (%) contribution method
1 Minggang 3391.20 42.82 net assets converted into shares
2 Sichuan Yahua Industrial Group Co.Ltd(002497) 2160.00 27.27 net assets converted into shares
3 mingjinggu 1360.80 17.18 net assets converted into shares
4. Shenzhen Aobo Heli investment partnership 540.00 6.82 net assets converted into shares (limited partnership)
5. Shenzhen Aobo Hexin investment partnership 288.00 3.64 net assets converted into shares (limited partnership)
6 Shenzhen Aobo Hezhi investment partnership 180.00 2.27 net assets converted into shares (limited partnership)
Total 7920.00 100.00 –
Article 20 the total number of shares of the company is 347614197 shares, all of which are ordinary shares in RMB. Article 21 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 22 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 China securities regulatory department. Article 23 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 24 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) 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 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 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 24 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution 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 Article 24, 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 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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 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; Within 12 months after the declaration of leaving office for six months, the number of shares of the company sold through the stock exchange shall not exceed 50% of the total number of shares of the company held by them.
Article 30 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. The income from this shall belong to the company, and the board of directors of the company shall recover its income. However, unless the securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares and other circumstances stipulated by the securities regulatory authority under the State Council.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts..
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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company
