Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Articles of Association
February, 2002
catalogue
catalogue Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors twenty-three
Section III independent directors twenty-seven
Section IV Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty
Section I supervisors thirty
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-six
Section III appointment of accounting firm 37 Chapter IX notices and announcements 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 39 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 Beijing Huafeng Test & Control Technology Co.Ltd(688200) (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”) and the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the Listing Rules of Shanghai Stock Exchange on the science and innovation board and other relevant provisions.
Article 2 the company is a joint stock limited company established by Beijing Beijing Huafeng Test & Control Technology Co.Ltd(688200) Technology Co., Ltd. in accordance with the company law and other relevant regulations and the overall change of the audited book net assets into shares.
The company was registered in Haidian Branch of Beijing Administration for Industry and Commerce and obtained a business license. The unified social credit code recorded in the business license is 91110108102002226d.
Article 3 the company was registered with the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 14, 2020, issued 15296297 shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on February 18, 2020.
Article 4 registered name of the company: Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Full English name of the company: Beijing Huafeng test & Control Technology Co., Ltd. Article 5 company domicile: Building 5, yard 9, FengHao East Road, Haidian District, Beijing
Postal Code: 100094
Article 6 after the company issues RMB common shares to the public for the first time, the registered capital is changed to RMB 61185186, and the change shall be registered with Haidian District market supervision and Administration Bureau of Beijing.
Article 7 the company is a permanent joint stock limited company with independent legal personality.
Article 8 the chairman is the legal representative of the company and represents the company externally.
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 company’s deputy general manager, the Secretary of the board of directors, the chief financial officer and other senior managers determined by the board of directors.
Chapter II business purpose and business scope
Article 12 the business purpose of the company: take “using our technology and sincerity to ensure reliable quality for users” as the enterprise value; With the vision of “pursuing excellence and striving to develop into the best and world-class testing machine brand in China”; Establish a standardized, transparent, scientific and perfect modern enterprise system to create value for customers, create wealth for the society and maximize the interests of shareholders; Implement the development concept of innovation, coordination, green, openness and sharing, actively fulfill social responsibilities, protect the legitimate rights of shareholders and ensure their fair treatment, respect the basic rights and interests of stakeholders, and effectively improve the overall value of the company.
Article 13 after being registered according to law, the business scope of the company is: the manufacturing of electronic products, instruments and meters and mechanical automatic control equipment (limited to branches); Technology development and technical services; Sell self-developed products; Technology import and export, goods import and export. (enterprises shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this Municipality).
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.
Article 17 the shares issued by the company shall be registered and centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
The number of shares held by the company and its proportion in the total share capital are as follows:
Number of shares held by sponsors
Serial number shareholding ratio contribution method contribution time name (10000 shares)
Tianjin Xinhua investment
1. Capital Holding Co., Ltd. 1822.9556 43.40% of net assets converted into shares 2017.11.1 company
China has a long history
2 hope Technology Co., Ltd. 1413.4316 33.65% of net assets converted into shares 2017.11.1 company
3. Li Yin 220.0284 5.24% of net assets converted into shares 2017.11.1
4 Wang Hao 205.3323 4.89% of net assets converted into shares 2017.11.1
5 Tang Guiqin 133.4453 3.18% of net assets converted into shares 2017.11.1
6 Chen Aihua 102.5833 2.44% net assets converted into shares 2017.11.1
7 Wang Dongguang 51.2917 1.22% net assets converted into shares 2017.11.1
8 Duan Ningyuan 43.9643 1.05% net assets converted into shares 2017.11.1
9 Fu Weidong 43.9643 1.05% of net assets converted into shares 2017.11.1
10 Wang Xiaoqiang 43.9643 1.05% net assets converted into shares 2017.11.1
11 Xiao bin 40.4869 0.96% of net assets converted into shares 2017.11.1
12 Zhou Wei 26.3910 0.63% of net assets converted into shares 2017.11.1
13 Liu Huipeng 21.7338 0.52% of net assets converted into shares 2017.11.1
14 Zhao Tiezhou 15.2136 0.36% net assets converted into shares 2017.11.1
15 Fang Ruhua 15.2136 0.36% of net assets converted into shares 2017.11.1
Total 4200 100.00%
Article 19 the total number of shares of the company is 61328754, and the capital structure of the company is: ordinary shares
61328754 shares, no other classes of 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 registered 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 shall not purchase its own shares. However, except for one 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.
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 purchases the 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, it shall be carried out 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, the 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 (1), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), 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.
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 held by the company and their changes; During the term of office determined at the time of taking office and within 6 months after the expiration of his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; The shares held by the company shall not be transferred within half a year after his resignation; since
