Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710)
constitution
April, 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 five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders sixteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders twenty-one
Chapter V board of Directors twenty-five
Section 1 Directors twenty-six
Section II board of Directors twenty-nine
Section III Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-eight
Section II board of supervisors Chapter VIII Party Building Chapter IX Financial Audit and profit distribution system forty-one
Section I financial accounting system forty-one
Section II Internal Audit forty-five
Section III appointment of accounting firm forty-five
Chapter X notice Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation 48 Chapter XII amendment of the articles of Association 51 Chapter XIII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) (hereinafter referred to as “the company”), shareholders and creditors and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) These articles of association are formulated in accordance with the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange 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 is a joint stock limited company jointly established by all shareholders of Hangzhou Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) Equipment Co., Ltd. in the form of sponsorship, registered with Hangzhou Administration for Industry and Commerce and obtained the business license of enterprise legal person.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 22, 2017, the company issued 17.5 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on October 19, 2017.
Article 4 registered name of the company: Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710)
English Name: Hangzhou reserve Optoelectronic Equipment Co., Ltd
Article 5 company domicile: Building 1, No. 11695, Jianshe Fourth Road, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang Province
Postal Code: 311241
Article 6 the registered capital of the company is 68.614 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 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, general manager and other 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 deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other personnel determined by the general meeting of shareholders.
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 business purpose of the company: make full use of the joint-stock mechanism, strengthen the company’s management system and system, rely on independent innovation to maximize the interests of shareholders, so as to benefit employees and give back to the society. Article 14 after being registered according to law, the business scope of the company:
License project: Manufacture of radio and television transmission equipment; Production of class II medical devices; Technology import and export; Import and export of goods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
General items: computer software, hardware and peripheral equipment manufacturing; Manufacturing of communication equipment; Smart home gateway manufacturing; Manufacturing of mobile communication equipment; Manufacturing of optical communication equipment; Network equipment manufacturing; Manufacturing of electronic components; Optoelectronic device manufacturing; Sales of communication equipment; Wholesale of electronic components; Software development; Manufacturing of mobile terminal equipment; Manufacturing of digital video monitoring system; Safety system monitoring service; Wholesale of hardware products; Retail of hardware products; Wholesale of computer software, hardware and auxiliary equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information technology consulting services; Information system integration service; Intelligent control system integration; Foreign contracted projects; Retail of computer software, hardware and auxiliary equipment; Sales of communication equipment; Sales of class II medical devices; Leasing of machinery and equipment (except for items subject to approval according to law, with business license)
Carry out business activities independently according to law).
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 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 are Xu Mengfei, Xu Quanhai, Zhu Guotang, Xu Fengxian, Ren Guorui, Zhu Yifei, Shi Xiaoping, Zhang Longyang, Cai Yi, Ding Chunliang, Wang Fuxiang, Zhou Youshui, Shanghai Yuanmei Investment Management Co., Ltd., Hongyang Holding Group Co., Ltd., Shanghai Zhenyuan Industrial Investment Center (limited partnership), Ninghai Zhilin production materials Co., Ltd., Shan Xiaorong Chen Jianliang, Shi Shilin, Yu Hong, Xu Jinliang, Lu Jianguo, Zhou Jie, Xu Mengying, Zhu Yafa, Jiang Fang, Li Xuefeng, Zhang Yun, Xie Shuhua, Ren Dongjin, Hu Chuansong, Lai Dingjun, Li Qi, Shen Liuyan and Wang Yunjian. When the company was founded, the promoters converted the audited book net assets of Hangzhou Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) Equipment Co., Ltd. of 149296557017 yuan as of April 30, 2011 into 48680000 shares of the share capital of the joint stock limited company at the ratio of 3.0669:1, and the rest into the capital reserve of 10061657017 yuan. Each promoter holds the shares of Hangzhou Hangzhou Prevail Optoelectronic Equipment Co.Ltd(300710) Equipment Co., Ltd. in proportion to its equity.
Article 19 after the shares are converted, the number of shares subscribed and the proportion of capital contribution of the promoters of the company are as follows:
Serial number name / name of initiator number of shares (10000 shares) shareholding ratio
1. Xu Mengfei 1260258833%
Serial number name / name of initiator number of shares (10000 shares) shareholding ratio
2. Xu Quanhai 1393286154%
3. Zhu Guotang 27.3 0.5608%
4. Xu Fengxian 27.3 0.5608%
5. Ren Guorui 21 0.4314%
6. Zhu Yifei 196 4.0263%
7. Shi Xiaoping 12.6 0.2588%
8. Zhang long sample 12.6 0.2588%
9. Cai Yi 12.6 0.2588%
10. Ding Chunliang 4.2 0.0863%
11. Wang Fuxiang 4.2 0.0863%
12. Zhou Youshui 4.2 0.0863%
13. Shanghai Yuanmei investment management 620 127362% Co., Ltd
14. Hongyang Holding Group Co., Ltd. 260 5.3410%
15. Shanghai Zhenyuan industrial investment center 115 2.3624% (limited partnership)
16. Ninghai Zhilin production materials 25 0.5136% Co., Ltd
17. Shan Xiaorong 140 2.8759%
18. Chen Jianliang 110 2.2597%
19. Shi Shilin 90 1.8488%
20. Yu Hong 40 0.8217%
21. Xu Jinliang 145 2.9786%
22. Lu Jianguo 45 0.9244%
23. Zhou Jie 10 0.2054%
24. Xu Mengying
