Shenzhen Crastal Technology Co.Ltd(300824)
constitution
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 three
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
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 eleven
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-seven
Section III appointment of accounting firm 38 Chapter IX notices and announcements thirty-eight
Section I notice thirty-eight
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shenzhen Crastal Technology Co.Ltd(300824) (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 company was registered with Shenzhen market supervision and Administration Bureau and obtained a unified social credit code with the code number of 91440 Hanjia Design Group Co.Ltd(300746) 641111t.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 2, 2020, the company issued 54.35 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on June 19, 2020.
Article 4 registered name of the company: Shenzhen Crastal Technology Co.Ltd(300824)
Chinese Name: Shenzhen Crastal Technology Co.Ltd(300824)
English Name: Shenzhen crastal Technology Co., Ltd
Article 5 domicile of the company: 3801, block a, block B, block C, block a, tanglangcheng Plaza (West District), No. 3333 Liuxian Avenue, Fuguang community, Taoyuan Street, Nanshan District, Shenzhen
Article 6 the registered capital of the company is 217.4 million yuan.
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 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 senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to create long-term value for consumers and all shareholders with efficient management, honesty, preciseness and standardized operation.
Article 14 after registration according to law, the business scope of the company is: R & D, design, production and operation of household appliances, digital instruments and instrument connectors, molds, digital circuit boards, professional chips / control software, plastic parts / hardware and related parts of digital household appliances (only produced by branches), and providing after-sales services; Engage in the import and export business of goods and technologies (excluding distribution and goods exclusively controlled by the state).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principle of fairness and impartiality, and each share of the same type 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 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.
Article 19 the name, mode of capital contribution and shareholding ratio of the promoters of the company are:
Name of shareholder subscribed capital contribution proportion of equity contribution method (10000 yuan) (%)
Jinghui Electric Appliance Group Co., Ltd. 800080 net assets converted into shares
Shenzhen wanrongtong Investment Consulting Co., Ltd. 153815.38 net assets converted into shares
Shenzhen Century Jinma venture capital enterprise (limited partnership) 462 4.62 net assets converted into shares
Name of shareholder subscribed capital contribution proportion of equity contribution method of capital contribution
(10000 yuan) (%)
Total 1 Shenzhen Ecobeauty Co.Ltd(000010) 0
Article 20 the total number of shares of the company is 217.4 million, 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 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 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 stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, except for one 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) the 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 the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 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 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. 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 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 Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares held by the company and their changes, During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him (except for the change of shares due to judicial enforcement, inheritance, legacy, legal division of property, etc.; if the shares held by the company’s directors, supervisors and senior managers do not exceed 1000 shares, they can be transferred in one time, which is not subject to the restriction of the transfer proportion in the preceding paragraph); 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 the shares of the company they hold within six months after their resignation.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company’s shares, as well as other shareholders holding shares issued before the company’s initial public offering or shares issued by the company to specific objects, who transfer the company’s shares held by them, shall not violate laws, administrative regulations and the provisions of the CSRC on holding period, selling time, selling quantity, selling method, information disclosure, etc, And shall abide by the business rules of the stock exchange.
In addition to complying with the above provisions of the articles of association, the directors, supervisors and senior managers of the company shall also strictly abide by their commitments on the transfer of shares of the company in accordance with relevant laws, regulations, normative documents and relevant provisions of the CSRC.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities 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 the proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the CSRC.
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 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 holds a 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 company shares
