Allwinnertech Technology Co.Ltd(300458)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares seven
Section III share transfer eight
Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
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 twenty-two
Chapter V board of Directors twenty-eight
Section 1 Directors twenty-eight
Section II board of Directors thirty-three
Chapter VI general manager and other senior managers 39 Chapter VII board of supervisors forty-three
Section I supervisors forty-three
Section II board of supervisors forty-four
Chapter VIII Financial Accounting system, profit distribution and audit forty-five
Section I financial accounting system forty-five
Section II Internal Audit fifty
Section III appointment of accounting firm fifty
Chapter IX notices and announcements Section 1 notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-one
Section 1 merger, division, capital increase and capital reduction fifty-one
Section 2 dissolution and liquidation fifty-two
Chapter XI amendment of the articles of Association 54 Chapter XII Supplementary Provisions fifty-four
Chapter I General Provisions
Article 1 £¨ the company law and other relevant regulations of the people’s Republic of China £© (hereinafter referred to as the ¡° company law £©, the ¡° company law £©, , and ¡° other regulations ¡± (hereinafter referred to as ¡° the ¡° company law £©, and ¡° the company law £©).
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was changed as a whole by Zhuhai Allwinnertech Technology Co.Ltd(300458) Co., Ltd. (hereinafter referred to as “the limited company”), and was established by all promoters in the form of initiation. It was registered with Zhuhai Administration for Industry and Commerce and obtained a business license.
Article 3 registered name of the company
Chinese Name: Allwinnertech Technology Co.Ltd(300458)
English Name: all winner Technology Co., Ltd
Article 4 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 23, 2015, the company issued 40 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on May 15, 2015.
Article 5 domicile of the company: No. 9, Keji Second Road, Tangjiawan Town, high tech Zone, Zhuhai City, Guangdong Province.
Postal Code: 519080
Article 6 the registered capital of the company is RMB six hundred and twenty-eight million nine hundred and one thousand four hundred and thirty-eight (RMB 628901438).
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or general manager 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 the 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. The company shall assume the primary responsibility for handling shareholders’ complaints, improve the complaint handling mechanism, disclose the handling process and handling situation, and effectively protect shareholders’ rights such as the right to income, the right to know, the right to participate, the right to supervision, the right to claim and so on. 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. Disputes among shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, it shall be settled through litigation.
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 is to pursue excellence and become an industry leader with sustainable and healthy development. Article 13 after registration according to law, the business scope of the company is: R & D and sales of electronic components and software; System integration.
The company is engaged in activities within its business scope. According to the laws, regulations and the decision of the State Council, the projects that need to be licensed shall be operated on the strength of the license examination and approval documents or licenses after applying to the relevant licensing departments. The business scope of the company shall be publicized on Zhuhai commercial subject registration license and credit publicity platform according to regulations.
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 shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 all the shares issued by the company are ordinary shares, with a par value of RMB 1.00 per share.
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 promoters of the company convert the audited net asset value of the parent company’s statements of the limited company as of March 31, 2011, which is 572 Wuxi Etek Microelectronics Co.Ltd(688601) 4 yuan, into 55 million shares according to the share conversion ratio of 10412521, and the net assets of the non converted shares, which is 22 Wuxi Etek Microelectronics Co.Ltd(688601) 4 yuan, into the capital reserve of the company. The proportion of capital contribution of each initiator in the limited company is converted into the proportion of shares of the company held by each initiator.
The number of shares subscribed by the promoters and the way of capital contribution when the company is established are as follows:
Subscription shares
The proportion (%) of the name of the sponsor in the total number of shares of the company
(10000 shares)
1 Zhang Jianhui 753775 13.705 net assets
2. Net assets of dingran 710.60 12.92
3 Tang Lihua 710.60 12.92 net assets
4 Gong Hui 710.60 12.92 net assets
5 Hou Lirong 660.00 12.00 net assets
6 Cai Jianyu 490.60 8.92 net assets
7 Xue Wei 137.50 2.50 net assets
8 Li Longsheng 137.50 2.50 net assets
9 Chen Chuanzhu 137.50 2.50 net assets
10 Zhang Gongji 104.50 1.90 net assets
11 Wu Lang 93.50 1.70 net assets
12 Dan Jun 93.50 1.70 net assets
13 Wang Hongkui 93.50 1.70 net assets
14 Chen Feng 82.50 1.50 net assets
15 Zou Jianfa 82.50 1.50 net assets
16 Kuang Shuangge 71.50 1.30 net assets
17 Xie Chengxing 71.50 1.30 net assets
18 Yuan Shun 55.00 1.00 net assets
19 Li Xueli 55.00 1.00 net assets
20 Xing Tao 41.25 0.75 net assets
21 Li Zhi 41.25 0.75 net assets
22 Pang Wenyu 33.00 0.60 net assets
23 Liu Yuancai 16.50 0.30 net assets
24 Yu Zhenhui 16.50 0.30 net assets
25 Zhang Qing 16.50 0.30 net assets
26 Chen Rongzhi 16.50 0.30 net assets
27 sun Wenfu 13.75 0.25 net assets
Net assets of Deng Qin 28.0
29 Youfa 8.25 0.15 net assets
30 Wang Junsheng 5.50 0.10 net assets
31 min Zichen 5.50 0.10 net assets
32 Xie Jingdong 5.50 0.10 net assets
33 Xiong Fugui 5.50 0.10 net assets
34 Zhang Meng 5.50 0.10 net assets
35 Chen Liming 5.50 0.10 net assets
36 Huang Guanli 3.575 0.065
