Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
constitution
March 2022
Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd. articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders sixteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VI CEO and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors thirty-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II Internal Audit thirty-nine
Section III appointment of accounting firm thirty-nine
Chapter IX notices and announcements forty
Section I notice forty
Section II announcement forty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation forty-two
Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-five
Chapter I 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 a joint stock limited company changed and established by Fukui precision components (Shenzhen) Co., Ltd., registered with Shenzhen market supervision administration and obtained a business license. The unified social credit code number is 91440 Focus Lightings Tech Co.Ltd(300708) 55050×9.
Article 3 on August 6, 2018, the company issued 231143082 ordinary shares in RMB to the public for the first time with the approval of the CSRC’s zjxk [2018] No. 1252 document. It was listed on Shenzhen Stock Exchange on September 18, 2018.
Article 4 registered name of the company: Avary Holding (Shenzhen) Co.Limited(002938) (Shenzhen) Co., Ltd
English name of the company: avaryholding (Shenzhen) Co., LIMITED
Article 5 company domicile: Pengding Park, Songluo Road, Yanchuan community, Yanluo street, Bao’an District, Shenzhen
Article 6 the registered capital of the company is RMB 2321475816.
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 for, 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, CEO and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, CEO 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: adhering to the mission of “developing science and technology, benefiting mankind, improving environmental protection and making the earth better”, mastering the market trend, cooperating with world-class customers and constantly creating higher value; At the same time, adhere to the core values of “people-oriented, integrity, responsibility and excellence”, cooperate and innovate, keep improving, respect heaven and love, and keep the foundation young, and assume the responsibilities to employees, customers, strategic partners, shareholders and society.
Article 13 after registration according to law, the business scope of the company is: production and operation of new electronic components, automation equipment and its spare parts, precision molds and their parts, all kinds of printed circuit boards and electronic information product boards. Engaged in the wholesale, import and export of electronic information products and their boards and cards and related supporting businesses; Rental of self owned houses; Warehousing services; Engaged in the real estate development, operation, leasing and sales of parcel a Zhejiang Jinggong Science & Technology Co.Ltd(002006) 1 (i.e. “Pengding times building”); estate management; Operating motor vehicle parking lot.
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; Any unit or unit
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 the number and time of capital contribution of the company at the time of establishment are as follows:
Name of sponsor number of shares (shares) mode of contribution time of contribution
Meigang Industrial Co., Ltd. 1534242198 net assets converted into shares may 2017
148954568 net assets of Jihui International Co., Ltd. converted into shares may 2017
75619803 net assets of Dele Investment Co., Ltd. converted into shares may 2017
Yuefeng Co., Ltd. 40549195 net assets converted into shares may 2017
Shenzhen Yifu Investment Co., Ltd. 17084836 net assets converted into shares may 2017 partnership (limited partnership)
Shenzhen xinqun Investment Co., Ltd. 15499968 net assets converted into shares may 2017 partnership (limited partnership)
Shenzhen Changyi Investment Co., Ltd. 11606821 net assets converted into shares may 2017 partnership (limited partnership)
Shenzhen Hengxiang Investment Co., Ltd. (limited partnership) with 8446173 net assets converted into shares in May 2017
Shenzhen Debang Investment Co., Ltd. 8233007 net assets converted into shares may 2017 partnership (limited partnership)
Shenzhen Zhenqi Investment Co., Ltd. (limited partnership) with 8040580 net assets converted into shares in May 2017
Article 19 the total number of shares of the company is 2321475816, and the shares issued by the company are ordinary shares.
Article 20 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 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;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) 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 stipulated 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;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it 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 paragraph 1 of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors 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 the situation in 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 six 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 three 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 shares of the company as the subject matter of the pledge.
Article 28 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 that have been 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 term of office, 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 one 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.
Article 29 shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 30 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.
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