Shenzhen Click Technology Co.Ltd(002782)
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 Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
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 fifteen
Section V convening of the general meeting of shareholders sixteen
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-five
Section I supervisors thirty-five
Section II board of supervisors 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, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-eight
Shenzhen Click Technology Co.Ltd(002782) articles of Association
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, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The articles of association are formulated in accordance with the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the "Stock Listing Rules") and other relevant provisions issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
The company is a limited liability company (hereinafter referred to as "limited liability company") established in accordance with the provisions of Article 2 of the joint stock law.
The company is registered with Shenzhen market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 914403007576217064.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on June 24, 2015, the company issued 42.6 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on December 22, 2015.
Article 4 registered name of the company: Shenzhen Click Technology Co.Ltd(002782) .
Full Chinese Name: Shenzhen Click Technology Co.Ltd(002782) .
Full English Name: Shenzhen click Technology Co., Ltd
Article 5 company domicile: Floor 2, building 7, Zhengzhong industrial plant, Xintian community, Fuhai street, Bao'an District, Shenzhen.
Postal Code: 518103.
Article 6 the registered capital of the company is 4768312227 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 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 a legally binding document for 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 business purpose of the company: on the premise of standardized operation, the company will provide high-quality services to customers through continuous development and innovation, so as to make the company develop and grow continuously and create satisfactory returns for shareholders.
Article 13 after registration according to law, the business scope of the company: development, production and operation of high and low frequency transformers, power products and related electronic parts, ADSL voice separators, inductors, filters, circuit boards (excluding printed circuit boards), connectors, ballasts and computer peripheral products; Engage in the import and export of goods and technologies (excluding distribution and state exclusive commodities); General freight; Own property lease (Yihua garden).
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. The par value of each share is one yuan. Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is sponsored by Ganzhou Shengyan Investment Co., Ltd. (formerly known as Shenzhen Shengyan Investment Co., Ltd., Laibin Shengyan Enterprise Management Co., Ltd.) and Shenzhen Click Technology Co.Ltd(002782) Technology Co., Ltd., shareholders of Shenzhen Click Technology Co.Ltd(002782) Technology (Shenzhen) Co., Ltd, 120 million.00 yuan of the audited net assets of Shenzhen Click Technology Co.Ltd(002782) Technology (Shenzhen) Co., Ltd. (the base date is July 31, 2010) of 173362882.55 yuan is taken as the capital contribution for the overall change and establishment. The number of shares subscribed by each initiator and their respective proportion of capital contribution at the time of establishment of the company are as follows:
Number of shares subscribed by promoters (10000 shares) contribution ratio (%)
Ganzhou Shengyan Investment Co., Ltd. 6060 50.50
Shenzhen Click Technology Co.Ltd(002782) Technology Co., Ltd. 5940 49.50
Total 12000 100.00
Article 19 the total number of shares of the company is 4768312227 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 CSRC.
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) use the shares to convert the corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the value of the company 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 choose one of the following ways to acquire shares:
(I) centralized trading mode of stock exchange;
(II) method of offer;
(III) 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 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 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 paragraph 1 of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders. 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 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 26 the shares of the company may be transferred according to law.
After the listing of the shares is terminated, the shares of the company enter the agency share transfer system to continue trading; The company will not make any modification to this clause in the articles of association.
Article 27 the company does 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 1 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 (including preferred 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 number of shares of the same type 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 company's directors, supervisors and senior managers declare their resignation, 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 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 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the 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 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 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is a sufficient basis to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) obtain dividends and other forms according to the shares held by them
