Shenzhen Microgate Technology Co.Ltd(300319) articles of Association
December, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
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 shareholders’ meeting
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 II board of directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 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
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
general provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as “the company”).
The company is established by Shenzhen maijie Microelectronics Technology Co., Ltd. in the form of overall change; Registered with Shenzhen market supervision and Administration Bureau and obtained a business license. The unified social credit code is 91440300727142659g. Article 3 with the approval of China Securities Regulatory Commission on April 20, 2012, the company issued 13.34 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on May 23, 2012.
Article 4 registered name of the company: Shenzhen Microgate Technology Co.Ltd(300319)
English Name: Shenzhen Microwave Technology Co., Ltd. Article 5 company domicile: No. 101, plant 1, wisdom Park, Shenzhen Microgate Technology Co.Ltd(300319) Pingshan science and technology road, Zhukeng community, Longtian street, Pingshan District, Shenzhen
Postal Code: 518122
Article 6 the registered capital of the company is 853642794 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 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 the company’s business purpose is to provide the global electronic information industry with a series of high-end electronic components with high cost performance, as well as all-round technical support and punctual and perfect services with unique leading technology and innovative ideas.
Article 13 after being registered according to law, the business scope of the company is: import and export business (handled according to the approved scope of smgzz No. [2001] 0793); R & D, design, production and sales of electronic components, integrated circuits and electronic products, technical scheme design, technical transfer and technical consultation; general freight transportation; investment and establishment of industries; lease management of self owned properties.
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 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 centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the promoters are: Guangdong kinetic energy Oriental Investment Co., Ltd., China Ruilian Industrial Group Co., Ltd., Shenzhen huizhitai Investment Consulting Co., Ltd., Beijing yuhexue Investment Consulting Co., Ltd., Zhang Meirong, Zhang Haien, Hu Genchang, Deng yinglei and Zhang Zhaoqian; In January 2011, the company’s sponsor, China Ruilian Industrial Group Co., Ltd., transferred its equity to Liu Xiaochun, Zheng Yisong and Li Ming; After the equity transfer, the number and shareholding ratio of shares subscribed by each shareholder of the company are:
No. shareholder name number of shares (10000 shares) shareholding ratio (%)
1 Guangdong kinetic energy Oriental Investment Co., Ltd. 200450.1
2 Shenzhen huizhitai Investment Consulting Co., Ltd ninety-eight
3 Beijing yuhexue Investment Consulting Co., Ltd. 761.9
4 Liu Xiaochun 209.65 twenty-four
5 Deng yinglei 20.40 fifty-one
6 photos before 20.40 fifty-one
7 Zhang Hain 136.83 forty-two
8 Zheng Yisong 247.26 eighteen
9 Hu Genchang 52.41 thirty-one
10 sheets of Meirong 170.84 twenty-seven
11 Li Ming 503.212 fifty-eight
Total 4000100
Shenzhen maijie Microelectronics Technology Co., Ltd. converted RMB 40 million in the audited net assets as of June 30, 2007 into 40 million shares in the proportion of 1:1, with a par value of RMB 1 per share, and a total share capital of RMB 40 million. The original shareholders of maijie Microelectronics Technology Co., Ltd. held it according to their respective equity ratio in the company. As of October 22, 2007, The above capital contribution has been paid in place.
Article 19 the total number of shares of the company is 853642794, and the capital structure of the company is: all of them are 853642794 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:
（1） 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.
If the company increases its registered capital by means of item (3) above, it shall also comply with the provisions of Article 156 of the articles of association.
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） 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;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for a listed company to safeguard its 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 recognized by laws and regulations and 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 through public centralized trading.
Article 25 the company is due to item (I) of paragraph 1 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; the company’s acquisition of the company’s shares under the circumstances specified in paragraph 1 (3), (5) and (6) of Article 23 of the articles of Association may be subject to the resolution of the board meeting attended by more than two-thirds of the directors in accordance with the provisions of the articles of association.
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 case of items (2) and (4), they shall be transferred or cancelled within 6 months; in 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 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 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 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; If the company applies for resignation within six months from the date of listing of the company’s initial public offering, it shall not transfer the directly held Shenzhen Microgate Technology Co.Ltd(300319) shares within 18 months from the date of reporting resignation; In case of reporting resignation from the seventh month to the twelfth month from the date of IPO listing, the company’s shares directly held shall not be transferred within 12 months from the date of reporting resignation.
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 within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs 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 exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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.
The board of directors of the company fails to
