Articles of association of Shenzhen oceanwide United Precision Manufacturing Co., Ltd
(Draft)
(effective from the date of public offering and listing)
(reviewed and approved by the second extraordinary general meeting of shareholders in 2020)
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 seven
Section 1 shareholders seven
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 the general meeting of shareholders 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-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Section 3 independent directors 32 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-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-one
Section III appointment of accounting firm Chapter IX notices and announcements forty-two
Section I notice forty-two
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-three
Section 1 merger, division, capital increase and capital reduction forty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (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”) 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, the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the “Listing Rules of the science and Innovation Board”) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and regulations. The company is a joint stock limited company established on the basis of Shenzhen oceanwide unified precision manufacturing Co., Ltd. according to law. It is registered with Shenzhen market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91440300ma5decwg1p.
Article 3 the company issued [] ordinary shares in RMB to the public for the first time after being examined by Shanghai Stock Exchange and registered by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on [], and was listed on the science and Innovation Board of Shanghai Stock Exchange on [].
Article 4 registered name of the company: Shenzhen Pacific Union Precision Manufacturing Co., Ltd
Article 5 company domicile: No. 101, workshop 1, No. 282, huanguan Middle Road, songyuanxia community, Guanhu street, Longhua District, Shenzhen, postal code: 518000.
Article 6 the registered capital of the company is [] million yuan. If the company changes the amount of registered capital due to the increase or decrease of registered capital, the board of directors shall be authorized to go through the registration procedures for the change of registered capital in the form of a resolution to amend the articles of association after the general meeting of shareholders has passed the resolution.
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: customer-oriented, technology-based, quality-oriented, dare to challenge, continuous improvement, and strive to become a world-class technical solution provider and a positive social contribution enterprise. Article 13 after being registered according to law, The business scope of the company is “General business items are: design, technology development and sales of communication products, computer products, electronic products, mobile terminals and other products; design, development and sales of various electronic components such as sensors; R & D, design and sales of other new materials and products; production of touch screen and its protective glass, LED and other optical and photoelectric products and their precision components R & D, design and sales; R & D and sales of automation equipment and software; Development of medical laboratory technology; Medical laboratory technology services; Research and development of class I medical devices and class II medical devices; Sales of class I medical devices; China’s trade, import and export of goods and technology. (except for the items subject to approval before registration as stipulated by laws, administrative regulations and decisions of the State Council), the licensed business items are: communication products, computer products, electronic products, mobile terminals and other products, electronic components such as various sensors, other new materials and their products, touch screen and its protective glass, led and other optical and photoelectric products and their precision components Production of automation equipment; Processing and manufacturing of class I medical devices, class II medical devices and their parts; Sales of class II medical devices “.
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 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation (hereinafter referred to as “securities registration authority”).
Article 18 the name (or name), number of shares subscribed and shareholding ratio of the promoters of the company are as follows:
Serial number name / name shareholding amount (10000 shares) shareholding ratio (%) 1 Yang Hu 1722.134328.7022
2 Shenzhen talent innovation and entrepreneurship No. 1 equity investment fund 627.586210 4598 (limited partnership)
3 Shenzhen pute technology enterprise (limited partnership) 537.93108.9655
4 Shenzhen Oceanwide united technology enterprise (limited partnership) 436.61797.2770
5 Fang Longxi 435.37997 two thousand five hundred and sixty-three
6 Changzhou Puyi industrial investment partnership (limited partnership) 403.44836.7241
7 Kang Xiaoning 332.05175 five thousand three hundred and forty-two
8 Du qinde 312.00005.00 two thousand
9 Tianjin Qingqi Lushi equity investment center (limited partnership) 195.00003.2500
10 shuxiaojiang 187.37933 one thousand two hundred and thirty
11 Shenzhen Taolue new energy equity investment fund partnership 0333 (limited partnership)
12 Shenzhen Nanshan Softbank equity investment fund partnership 5000 (limited partnership)
13 Shanghai Yongci investment partnership (limited partnership) 130.16102.1693
14 Tianjin Lushi Yuhang equity investment center (limited partnership) 117.00001.9500
15 Shenzhen Zhenxing venture capital investment enterprise (general partnership) 89.65521.4943
16 Shenzhen Innovation Investment Group Co., Ltd four thousand nine hundred and forty-three
17 Ren Jie 52.00000 eight thousand six hundred and sixty-seven
Total 6000.0000100.00 00
Article 19 the current total number of shares of the company is [] million, all of which are ordinary shares in RMB.
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 shall not purchase its own shares. However, except under any of 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 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 under the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall do so through public centralized trading. When purchasing its shares, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
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 Item (2) shall be subject to the resolution of the general meeting of shareholders; the company shall purchase the company’s shares due to items (3), (5) and (3) of paragraph 1 of Article 23 of these articles （6） Where the company purchases its shares under the circumstances specified in paragraph, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases its shares under the circumstances specified in paragraph 1 of Article 23 of the articles of association, if it belongs to paragraph (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 shares of the company held by the promoters
