constitution
Dongguan, China
December, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope four
Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of Directors twenty-eight
Section 1 Directors twenty-eight
Section II board of Directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors thirty-nine
Section I supervisors thirty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-two
Section I financial accounting system forty-two
Section II Internal Audit forty-five
Section III appointment of accounting firm Chapter IX notices and announcements forty-six
Section I notice forty-six
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 51 Chapter XII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Risuntek Inc(002981) (hereinafter referred to as “the company” or “the company”) and safeguard the legitimate rights and interests of the company, shareholders and creditors, 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, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was initiated and established by Dongguan Chaoyang Industrial Co., Ltd. in the form of overall change, registered with Dongguan Administration for Industry and commerce, and obtained the business license with a unified social credit code of 9144190077308594xd.
Article 3 on December 6, 2019, the company issued 24 million RMB common shares to the public for the first time with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2019] No. 2695. 24 million domestic shares subscribed in RMB issued by the company to domestic investors were listed on Shenzhen Stock Exchange on April 17, 2020.
Article 4 registered name of the company: Risuntek Inc(002981)
English name of the company: risuntekinc
Article 5 company domicile: Jiuwei Industrial Zone, Qishi Town, Dongguan City
Postal Code: 523000
Article 6 the registered capital of the company is 96 million yuan only.
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 person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to explore and innovate, forge ahead, serve the society and strive for a higher return on investment for shareholders.
Article 13 after registration according to law, the business scope of the company is: R & D, production and sales: acoustic products and spare parts, communication transmission wires, plastic products, intelligent equipment and molds; Import and export of goods and technology; Manufacturing and sales of off-road leisure vehicles and spare parts; Service consumption Siasun Robot&Automation Co.Ltd(300024) and manufacturing and sales of spare parts; Manufacturing and sales of intelligent unmanned aerial vehicles and spare parts; Manufacturing and sales of communication equipment and parts; Manufacturing and sales of Internet equipment and parts (subject to the contents approved by the market supervision administration).
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 same price shall be paid for each share subscribed by any unit or individual.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the domestic shares of the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the number of shares subscribed by the promoters is 55 million shares. The names of the promoters (or enterprise names), the number of shares subscribed and the way of capital contribution are as follows:
Name of initiator or enterprise number of shares contribution method proportion contribution time
Guangdong Jianyi Investment Co., Ltd. converted 50 million shares of net assets into 90.91% on November 28, 2015
Shen Qingkai 4.5 million shares net assets converted into 8.18% on November 28, 2015
Guo Liqin’s 500000 shares of net assets converted into 0.91% on November 28, 2015
Total 55 million shares 100%
Article 19 on December 6, 2019, with the approval of the CSRC, the company issued 24 million RMB ordinary shares to the public for the first time, including 24 million new shares, and the total share capital of the company increased to 96 million shares.
Article 20 the total number of shares of the company is 96 million, and the capital structure of the company is 96 million ordinary shares.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those 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 22 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 23 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 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） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 25 a company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
If the company purchases its shares for the reasons of 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’s acquisition of shares of the company due to items (I) to (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares for the reasons of items (3), (5) and (6) of Article 24 of the articles of association, it shall be resolved at 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 Article 24 of the articles of association, if it belongs to item (I), 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 (3), (5) and (6), the total 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.
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 company’s shares as the subject matter of the pledge.
Article 29 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.
The number of shares of the company sold by the directors, supervisors and senior managers through the stock exchange shall not exceed 50% of the total number of shares of the company held by them within 12 months after reporting to leave office for six months.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. 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, 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
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 the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with 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 relevant proposals, and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Opposite stock
