Shinry Technologies Co.Ltd(300745)
constitution
December 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares Section 1 issue of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders 5 Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system 29 section II Internal Audit Section III appointment of accounting firm 33 Chapter IX notices and announcements Section I notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 36 Chapter XI amendment of the articles of Association 38 Chapter XII Supplementary Provisions thirty-eight
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Shinry Technologies Co.Ltd(300745) (hereinafter referred to as "the company"), shareholders and creditors and standardize the organization and behavior of the company, the articles of association are formulated 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 other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions. Based on the overall change of Shenzhen XINRUITE Technology Co., Ltd. (hereinafter referred to as "the company"), the company was established in accordance with the law by way of sponsorship, registered with Shenzhen market supervision administration, obtained the business license, and the unified social credit code is 91440300770331412g.
Article 3 with the approval of China Securities Regulatory Commission on April 27, 2018, the company issued 28.63 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on May 23, 2018.
Article 4 registered name of the company: Shinry Technologies Co.Ltd(300745) .
Full English Name: shinrytechnologies Co., Ltd
Article 5 company domicile: 5 / F, Jinqi Zhigu building, No. 1, tangling Road, Taoyuan Street, Nanshan District, Shenzhen, Guangdong Province. Post code: 518071.
Article 6 the registered capital of the company is 124754678 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, 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 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 12 the company's business purpose: in accordance with national laws and regulations, adopt the standardized joint-stock company operation mode, based on good faith and the principle of legal operation, give full play to its core competitive advantages, and continuously strengthen technological innovation, product innovation and scientific management, so as to continuously improve the company's operation and management level and enhance its market competitiveness, Steadily improve economic benefits and create good social benefits.
Article 13 after being registered according to law, the company's business scope includes power electronic technology, real-time control technology, networked monitoring technology Technical R & D and sales of electrical system products and technical consulting services of other related products (the above items are not limited); import and export business (except for items prohibited by laws and regulations and restricted items, they can be operated only after obtaining permission); production and sales of electric vehicle on-board charger, electric vehicle DC / DC converter, LED street lamp / indoor lamp and wind turbine generator controller.
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 all the shares issued by the company are ordinary shares, with par value indicated in RMB, and the par value of each share is RMB 1.00.
Article 17 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 18 the company is established by way of sponsorship on the basis of the overall change of the limited company. The promoters subscribe for the company's shares with the audited net assets of the limited company. When the company is established, the promoters and their subscribed shares and shareholding ratio are as follows:
Name of shareholder number of shares subscribed (10000 shares) shareholding ratio
Wu Renhua 3611.835745 1479%
Peng Shengwen 722.54809 0318%
Tang Dongyuan 580.59847 2575%
Name of shareholder number of shares subscribed (10000 shares) shareholding ratio
Shenzhen Dachen Chuangfeng equity investment enterprise 563.38017 0423%
(limited partnership)
Shenzhen qisitai Technology Co., Ltd. 553.67646 9210%
Wang Xi 350.68264 3835%
Shenzhen xinqidi Technology Co., Ltd. 347.83044 3479%
Mao Chengyu 293.49933 6687%
Mao Liping 222.54192 7818%
Yang Weizhou 212.94182 6618%
Suzhou Shidai Bole venture capital partnership 191.54912 3943%
(limited partnership)
Chen Dahan 161.94982 0244%
Suzhou Shidai Bole equity investment partnership 1268%
(limited partnership)
Xiao Bing 56.33810 7042%
Chen Di 40.48750 5061%
Total 8000.0000100.00 00%
Article 19 the total number of shares of the company is 124754678, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 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;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） Necessary for the company to maintain the company's value and shareholders' equity;
（7） Other circumstances stipulated by laws, administrative regulations and approved by the CSRC.
Article 24 except for the above circumstances, the company shall not engage in the purchase and sale of its shares. The company may choose one of the following ways to acquire its shares:
(i) Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out in the way specified in Item (I) of the preceding paragraph.
Article 25 the company is due to item (I) of Article 23 of the articles of association The acquisition of the company's shares under the circumstances specified in paragraph (2) shall be subject to the resolution of the general meeting of shareholders. If the company acquires the company's shares under the circumstances specified in paragraphs (3), (5) and (6) of paragraph 1 of Article 23 of the articles of Association, it may, in accordance with the authorization of the general meeting of shareholders, adopt the resolution of 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 paragraph 1 of Article 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; in the case of items (3), 5 and (6), 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. 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 company's shares 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 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 their shares of the company within half a year after their resignation.
The securities law of the people's Republic of China, the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of Listed Companies in Shenzhen Stock Exchange and other laws, regulations and exchange rules have other restrictive provisions on the transfer of shares by directors, supervisors and senior managers, or directors, supervisors and senior managers
