Shenzhen Sinovatio Technology Co.Ltd(002912)
constitution
(Draft)
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors twenty-one
Chapter VI Party organizations thirty-three
Chapter VII general manager and other senior managers 36 Chapter VIII board of supervisors 38 Chapter IX finance, accounting and profit distribution 42 Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation of the company 48 Chapter XII effectiveness and amendment of the articles of Association 51 Chapter XIII Supplementary Provisions fifty-two
Chapter I General Provisions
Article 1 in order to meet the needs of establishing a modern enterprise system, standardize the organization and behavior of Shenzhen Sinovatio Technology Co.Ltd(002912) (hereinafter referred to as “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”) 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 stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) and other relevant laws and regulations.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions and other relevant provisions.
Establishment of the company: the company was approved to be changed and established by Shenzhen Shenzhen Sinovatio Technology Co.Ltd(002912) Technology Co., Ltd. The company is registered with Shenzhen market supervision and Administration Bureau, and the unified social credit code is 91440 Hanjia Design Group Co.Ltd(300746) 615781r. Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on November 3, 2017, the company issued 16.7 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on November 21, 2017.
Article 4 registered name of the company: Shenzhen Sinovatio Technology Co.Ltd(002912)
Article 5 domicile of the company: a1403, Shenzhen national engineering laboratory building, No. 20, Gaoxin South seventh Road, high tech Zone community, Yuehai street, Nanshan District, Shenzhen.
Article 6 the registered capital of the company is RMB 171831718.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares, and the shareholders shall be liable to the company to the extent of the shares they subscribe for. The company shall be liable for its debts with all its assets.
Article 10 from the effective date, the articles of association 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 general manager, deputy general manager, Secretary of the board of directors and the person in charge of Finance (i.e. the chief financial officer).
Article 12 the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall not use their affiliated relations to damage the interests of the company.
Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
Article 13 in accordance with the constitution of the Communist Party of China (hereinafter referred to as the “party constitution”), the company law and other relevant provisions, the company shall establish the organization of the Communist Party of China, establish the party’s working organization, allocate party affairs staff and carry out party activities. The establishment and staffing of the party organization shall be incorporated into the company’s management organization and staffing, and the work funds of the party organization shall be incorporated into the company’s budget and disbursed from the company’s management expenses.
Chapter II business purpose and scope
Article 14 The purpose of the company is to independently carry out the business of the company in accordance with relevant laws and regulations, continuously improve the operation and management level and core competitiveness of the enterprise, make the products more competitive in the market, improve the economic benefits of the company, maximize the shareholders’ rights and interests and the value of the company, and create good economic and social benefits.
Article 15 the business scope of the company is: technical development, service, consultation, purchase and sale of communication products. (any project involving franchising can only be operated after being approved by relevant departments; if it is not involved, the enterprise can independently choose the project to carry out business activities); Engage in the import and export business of goods and technologies (excluding distribution and goods exclusively controlled by the state); Investment consulting, enterprise management consulting and business information consulting (the above items do not include restricted items); Investment management (not engaged in trust, financial asset management, securities asset management, insurance asset management and other restricted projects); Broadband Network ATM and communication radar involved in production communication.
According to their own development ability and business needs, the business scope can be changed after modifying the articles of association, and with the approval of the relevant examination and approval authority and the company registration authority.
Chapter III shares
Issue of shares section 1
Article 16 the shares of the company shall be in the form of shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind 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 shares subscribed by any unit or individual shall be paid the same price per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 19 the company is established by the overall change of Shenzhen Shenzhen Sinovatio Technology Co.Ltd(002912) Technology Co., Ltd. As of November 30, 2014, the audited book net asset value of Shenzhen Shenzhen Sinovatio Technology Co.Ltd(002912) Technology Co., Ltd. was 6087678191 yuan. The promoters counted 45 million yuan of net assets as 45 million shares, with a par value of 1 yuan per share, and the remaining 1587678191 yuan into the company’s capital reserve.
The promoters and shareholding of the company at the time of establishment are as follows:
Number of shares held by sponsors (10000 shares) (proportion of total share capital of the company)
1. Shenzhen Innovation Investment Group Co., Ltd. 1778400 39.520
2. Ling Dongsheng 427500 9.500
3. Inuit investment in Pingtan comprehensive experimental area has 427500 9.500 Co., Ltd
4. Nanjing chuangyun investment partnership (limited partnership)
5. Guangdong red earth Venture Capital Co., Ltd. 277875 6.175
6. Shanghai Rongyin equity investment partnership 218025 4.845 (limited partnership)
7. Nanjing zhongyun investment partnership (limited partnership)
8. Zhang Yuemei 141075 3.135
9. Nanjing red earth Venture Capital Co., Ltd. 106875 2.375
10. Kunshan laterite hi tech Venture Capital Co., Ltd. 106875 2.375 company
11. Zhan Chuntao 85.500 1.900
12. Hangzhou Zhongying growth investment partnership 85.500 1.900
(limited partnership)
13. Zhengzhou Bairui innovation capital venture capital has 81.225 1.805 Co., Ltd
14. Nanjing Chuangfeng investment partnership (limited partnership)
15. Chen Zhangyin 59.850 1.330
16. Suzhou Guorun Venture Capital Development Co., Ltd. 51.300 1.140 company
17. Nanjing Zhongfeng investment partnership (limited partnership)
Article 20 the total number of shares of the company is 171831718, all of which are 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 shares of the company 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 administrative regulations, the company may increase its capital in the following ways with the resolution of the general meeting of shareholders and the approval of the competent department authorized by the state:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) converting the company’s reserve fund into share capital;
(V) other methods stipulated by laws, administrative regulations and approved by the CSRC.
Article 23 the company may reduce its registered capital in accordance with the company law, other relevant laws and the procedures specified in Chapter 10 of 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;
(II) merger with other companies holding shares of the company;
(IV) 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;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) 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 the circumstances specified in items (I) and (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 due to the circumstances specified in items (III), (V) and (VI) 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; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), 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 shall 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 one year from the date when the company’s shares are listed and traded on the stock exchange.
Directors of the company
