Articles of Association
Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
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 eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders 19 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-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-three
Section III appointment of accounting firm Chapter IX notices and announcements forty-four
Section I notice 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
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) (hereinafter referred to as the “company”, “joint stock 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”) and the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange and other laws and regulations and other relevant provisions.
Article 2 the company is a joint stock limited company established by Shenzhen Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021) Co., Ltd. (hereinafter referred to as “limited company”) in accordance with the company law and other relevant provisions. The company is established in the form of initiation, and the original creditor’s rights and debts of the limited company shall be inherited by the joint stock company. The company is registered with Shenzhen market supervision and Administration Bureau and has obtained a business license.
Article 3 on November 3, 2020, with the approval of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”) zjxk [2020] No. 2873 document, the company issued 26.67 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 4, 2020. Article 4 registered name of the company: Shenzhen Zhaowei Machinery&Electronic Co.Ltd(003021)
English name of the company: Shenzhen Zhaowei machine & electronicsco, LTD
Article 5 domicile of the company: 101, office building, No. 62, Yanhu Road, Yanchuan community, Yanluo street, Bao’an District, Shenzhen.
Article 6 the registered capital of the company is 171.5744 million 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 capital of the company is 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 property.
Article 10 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, and a legally binding document for the company, shareholders, directors, supervisors, general manager and other 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 chief financial officer of the company.
Article 12 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 13 the company’s business purpose: focus on research and development and forge ahead. Stand at the forefront of the industry and the times and provide high-quality products and professional services for the society. So as to realize the enterprise value of innovation, excellence and win-win.
Article 14 business scope of the company: Technological Development of molds, plastic and hardware products, gear boxes, transmission systems and electronic control products; Sales of molds, plastic and hardware products, gear boxes, transmission systems, complete sets of electromechanical equipment and electronic control products; China Trade (excluding exclusive, exclusive and controlled commodities); Import and export of goods and technologies (except for items prohibited by laws, administrative regulations and decisions of the State Council, and restricted items can be operated only after obtaining permission); General freight; Labor processing of plastic products, electromechanical equipment and accessories, bearings and accessories; Production of molds, plastic and hardware products, gear boxes, transmission systems, complete sets of electromechanical equipment and electronic control products. 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.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are all shareholders of the original limited company. The audited net assets of the limited company as of June 30, 2017 are converted into the company’s total share capital of 80 million shares, and the excess of net assets over the total share capital is included in the capital reserve.
The total share capital of the joint stock company shall be fully subscribed by the promoters according to the audited book net assets corresponding to the equity of the limited company held by them.
The name, number of shares subscribed and shareholding ratio of the promoters of the company are as follows:
Number of shares subscribed in sequence
Sponsor name / shareholding ratio (%) contribution method No. (10000 shares)
1. Shenzhen Qianhai Zhaowei Financial Holding Co., Ltd. 3800 47.50 net assets converted into shares
2. Li Haizhou 1949 24.36 net assets converted into shares
Gongqingcheng juzhaode investment management partnership
3 1100 13.75 net assets converted into shares (limited partnership)
Gongqingcheng qingmo investment management partnership
4 1100 13.75 net assets converted into shares (limited partnership)
5 Xie Weiqun 51 0.64 net assets converted into shares
Total 8000 100-
The share capital of the company subscribed by each promoter has been in place.
Article 20 the total number of shares of the company is 171.5744 million, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares 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 CSRC.
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 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) 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.
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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 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 Article 24 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 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.
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 within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council, the sale of the shares is not subject to the six-month restriction.
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 paragraph 1, 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 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. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Holding shares of the same class
