Estun Automation Co.Ltd(002747)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
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 eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section 2 independent directors twenty-three
Section III board of Directors twenty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-six
Section III appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement thirty-eight
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation thirty-nine
Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
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, employees, creditors and other stakeholders 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 was approved by Nanjing Jiangning Economic and Technological Development Zone Management Committee (njgwwz [2011] No. 60 document) and reorganized, changed and established by the original Nanjing Estun Automation Co.Ltd(002747) Digital Technology Co., Ltd. (hereinafter referred to as "the company"). The company was registered with Nanjing Administration for Industry and Commerce and obtained a business license.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on February 27, 2015, the company issued 30 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on March 20, 2015.
Article 4 registered name of the company: Estun Automation Co.Ltd(002747)
English name of the company: etun Automation Co., Ltd
Article 5 company domicile: No. 1888, Jiyin Avenue, Jiangning District, Nanjing (Jiangning Development Zone), postal code: 211106
Article 6 the registered capital of the company is RMB 8638373.
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 capital of the company is 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 shall be legally binding on 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 other senior managers mentioned in the articles of association refer to the 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 implement the operation and management of the company in accordance with the requirements of modern enterprise system and with the organizational form of joint-stock company and advanced management technology. Continuously adopt the world's advanced marketing strategy, expand the company's sales scale, develop new products and enhance market competitiveness; Use the capital market to absorb various funds; Make the company an internationally competitive enterprise and maximize the benefits for shareholders.
Article 14 business scope of the company: production, development and service of all kinds of mechatronics products, automatic control, motion control, driving device, computer application software, servo hydraulic control and system integration, industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing, research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) application software development, industrial Internet data service and electronic component manufacturing; Selling self-produced products; Self support and agency of import and export business of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
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 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 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 of the sponsor, the number of shares subscribed, the shareholding ratio, the mode of capital contribution and the time of capital contribution are as follows: (I) Nanjing premier Technology Co., Ltd. converts its audited net assets of the limited company as of May 31, 2011 into 49.5 million shares of the company, accounting for 55% of the total share capital of the company.
(II) Estun Automation Co.Ltd(002747) Holding Co., Ltd. converted the audited net assets of the limited company owned by it as of May 31, 2011 into 22.5 million promoter shares of the company at the ratio of 1.4385:1, accounting for 25% of the total share capital of the company.
(III) Nanjing Estun Automation Co.Ltd(002747) Investment Co., Ltd. converted its audited net assets of the limited company as of May 31, 2011 into 18 million promoter shares of the company at the ratio of 1.4385:1, accounting for 20% of the total share capital of the company.
Article 20 the total number of shares of the company is 8638373 shares, 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, regulations and other normative documents, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws and 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: (1) 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 the 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 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 shares of the company due to items (I) and (II) of Article 24 of the articles of association, it shall be approved by 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 Article 24 of the articles of association, it shall be adopted by the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the company's shares in accordance with Article 24, if it falls under the circumstances of 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 does 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.
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.
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 6 months after they buy them, or buy them again within 6 months after they sell them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, or under other circumstances prescribed 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 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 is not jointly and severally liable in accordance with the provisions of Article 1 of the company, the board of directors shall not be jointly and severally liable in accordance with the 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 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 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, attend or appoint shareholders' agents to attend the shareholders' meeting according to law, and exercise corresponding voting rights according to their share of shares;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Purchase or receive additional shares or transfer, gift or pledge their shares in accordance with laws, administrative regulations and the articles of association
