constitution
December, 2021
catalogue
catalogue Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
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 nine
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of shareholders’ meeting fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section 2 profit distribution forty
Section III internal audit forty-three
Section IV appointment of accounting firm Chapter IX notices and announcements 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-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Ninestar Corporation(002180) (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 and other relevant provisions. The core values of the company are: accept the thoughts of others and achieve the brilliance of you and me.
Article 3 the company is a joint stock limited company initiated and established with the approval of Guangdong Provincial People’s Government Yue ban Han [2004] No. 272, and registered with Guangdong Provincial Administration for Industry and commerce. The unified social credit code of the business license is 914404001926372834.
Article 4 the company issued 14 million ordinary shares in RMB to the public for the first time on October 18, 2007 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) Zheng Jian FA Zi [2007] No. 360, and was listed on Shenzhen Stock Exchange on November 13, 2007.
Article 5 registered name of the company:
Chinese Name: Ninestar Corporation(002180)
English Name: Ninestar Corporation
Article 6 domicile of the company: Zone B, floor 7, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai City.
Postal Code: 519060
Article 7 the registered capital of the company is RMB 1410937360.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman of the company is the legal representative of the company.
Article 10 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their subscribed shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 11 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 12 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 person in charge of Finance and the person in charge of technology.
Chapter II business scope
Article 13 upon registration and approval according to law, the business scope of the company: upon registration and approval according to law, the business scope of the company: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Integrated circuit manufacturing; Integrated circuit sales; Integrated circuit chip and product manufacturing; Sales of integrated circuit chips and products; IC chip design and services; Integrated circuit design; Computer and office equipment maintenance; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Manufacturing of computer software, hardware and peripheral equipment; Software sales; Network technology services; Information system operation and maintenance services; Information system integration service; Information technology consulting services; Manufacturing of office equipment consumables; Sales of office equipment and consumables; Manufacturing of copying and offset printing equipment; Copy and offset printing equipment sales; Recycling of renewable resources (except productive waste metals); sales of renewable resources; processing of renewable resources; investment activities with self owned funds; Internet sales (except sales of commodities requiring license); science and technology intermediary services; warehousing services of general goods (excluding hazardous chemicals and other items requiring approval); mechanical equipment leasing; commercial password product sales; additive manufacturing equipment sales; metal tool manufacturing; metal tool sales; hardware product wholesale; hardware product manufacturing; hardware product R & D; hardware product retail. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: Sales of special products for computer information system security; disposal of waste electrical and electronic products; class I value-added telecommunications services; class II value-added telecommunications services; inspection and testing services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
According to the needs of market changes and business development, the company may adjust its business scope in accordance with legal procedures.
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.
Article 16 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 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.
After the company’s shares are delisted (except for active delisting), the shares will be transferred into the National SME share transfer system.
Article 19 the company is changed from a limited liability company to a joint stock limited company as a whole. The promoters take the audited net asset value of the limited liability company of RMB 41548000 on the benchmark date of change on April 30, 2004 as the capital contribution of the promoters, and convert it into 41548000 ordinary shares of the joint stock company at the ratio of 1:1. The capital verification time is August 5, 2004. The promoters of the company are Pang Jianghua, Zhu Xinfeng, Huang Wenli, Zhao Honglin and LV Bo, and the number of shares subscribed is 22851400 shares, 6232200 shares, 581672 shares, 4154800 shares and 249288 shares respectively.
Article 20 the total number of shares of the company is 1410937360, and the shares issued by the company are ordinary shares.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the purchaser or the person who intends to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans
Article 22 the company shall, according to the needs of operation and development. In accordance with the provisions of laws and regulations, the following methods may be adopted to increase the capital 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 23 the company may reduce its registered capital. When reducing its registered capital, the company shall handle it in accordance with the company law, other relevant provisions and the procedures specified in the articles of association.
Article 24 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） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company shall not engage in trading of the company’s shares.
Article 25 the company may choose one of the following ways to acquire its shares:
(i) Centralized bidding trading mode of Shenzhen 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 items (3), (5) and (6) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company is due to item (I) of Article 24 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 acquisition of the company’s shares under the circumstances specified in paragraphs (3), (5) and (6) of Article 24 of the articles of association shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors. The acquisition of the company’s shares by the company in accordance with Article 24 belongs to paragraph (I) In case of any of the above circumstances, 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the shares of the company 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 1 year from the date when the company’s shares are listed and traded in Shenzhen 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.
Within 12 months after the company’s directors, supervisors and senior managers declare to leave office, the number of shares of the company sold through listing and trading in the stock exchange shall not exceed 50% of the total number of shares of the company held by them.
Article 30 if the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s voting shares sell the company’s shares within 6 months from the date of purchase, or buy them within 6 months from the date of sale, the profits thus obtained shall belong to the company, and the board of directors of the company shall recover their 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.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company convenes the 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 a certain date as the equity registration date, and the shareholders registered after the closing of the equity registration date shall be the shareholders enjoying relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(i) Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） According to law and Administration
