Guangdong Lyric Robot Automation Co.Ltd(688499)
constitution
Huizhou, Guangdong
April, 2002
catalogue
Chapter I General Provisions two
Chapter II business purpose and business scope three
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 seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors forty-one
Section I supervisors forty-one
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-four
Section I financial accounting system forty-four
Section II Internal Audit forty-eight
Section III appointment of accounting firm 48 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-nine
Section 1 merger, division, capital increase and capital reduction fifty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 52 Chapter XII Supplementary Provisions fifty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Lyric Robot Automation Co.Ltd(688499) (hereinafter referred to as "the company" or "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"), the securities law of the people's Republic of China, the standards for the governance of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws, regulations and rules The articles of association are formulated in accordance with normative documents and the actual situation of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is established by Guangdong Guangdong Lyric Robot Automation Co.Ltd(688499) Intelligent Equipment Co., Ltd. in the form of overall change according to law, registered with Huizhou Administration for Industry and commerce, obtained a business license, and the unified social credit code is 914413023152526673. Article 3 on May 25, 2021, the company obtained the approval and registration decision of the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") in the document of CSRC license [2021] No. 1804, issued 2200000000 RMB ordinary shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange") on July 1, 2021.
Article 4 registered name of the company: Guangdong Lyric Robot Automation Co.Ltd(688499) ;
English name of the company: Guangdong Lyric Robot Automation Co., Ltd
Article 5 domicile of the company: No. 4, Xinpeng Road, Ma'an Town, Huicheng District, Huizhou City;
Postal Code: 516057.
Article 6 the registered capital of the company is 88 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 their subscribed shares, 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, 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, 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 business scope
Article 13 the company's business purpose is to work hard and do a good job in intelligent manufacturing.
Article 14 after being registered according to law, The business scope of the company is: "Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; industrial Siasun Robot&Automation Co.Ltd(300024) sales; industrial design services; professional design services; intelligent basic manufacturing equipment manufacturing; intelligent basic manufacturing equipment sales; mold manufacturing; mold sales; mechanical parts and components processing; mechanical parts and components sales; intelligent control system integration; mechanical equipment sales; general parts manufacturing; goods import and export; technology import and export Mouth; House leasing; Equipment leasing; estate management; Parking service; Human resources services (excluding professional intermediary activities and labor dispatch services); Business training (excluding education training, vocational skill training and other training requiring permission); Education and teaching testing and evaluation activities; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (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, and the par value of each share is 1 yuan.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the company has 18 promoters. These promoters take the audited net assets as of May 31, 2018 corresponding to the equity of Guangdong Guangdong Lyric Robot Automation Co.Ltd(688499) Intelligent Equipment Co., Ltd. held by them as their capital contribution, and establish the company in the form of initiation. The capital contribution of each promoter is fully paid on June 20, 2018. The name, number of shares subscribed and shareholding ratio of each promoter are as follows:
Serial number name / name of initiator number of shares subscribed (shares) shareholding ratio (%)
1 Huizhou Guangdong Lyric Robot Automation Co.Ltd(688499) Investment Co., Ltd. 40102323668372
2 Ningbo Meishan free trade port Chuanjie investment partnership 34168305.6947
Industry (limited partnership)
3 Hongbang investment management of Ningbo Meishan free trade port 27859364.6432
Partnership (limited partnership)
4 Lu Jiahong 23593393.9322
5 Changjiang chendao (Hubei) new energy industry investment 22556393.7594
Partnership (limited partnership)
6 Shenzhen Zhaoyin No.4 equity investment partnership 22330833.7218
(limited partnership)
7 Shenzhen Hongsheng growth No. 3 investment partnership 15881522.6469
(limited partnership)
8. Beigeng equity investment of Ningbo Meishan bonded port area is 14558064264
Partnership (limited partnership)
9 Yirong investment management of Ningbo Meishan free trade port 10044531.6741
Partnership (limited partnership)
10 Guangdong Yueke Huisheng venture capital partnership 6766921.1278
(limited partnership)
11 investment management of carboplatin in Ningbo Meishan free trade port 3695630.6159
Partnership (limited partnership)
12 high cedar 3249670.5416
13 Du Yixian 3249670.5416
14 Shenzhen CMB win win equity investment partnership 2481200.4135
(limited partnership)
15 Foshan chuangjinyuan Trading Co., Ltd. 2255640.3760
16 Shenzhen Huachuang Shenda No.2 industrial investment partnership 2255640.3760
Industry (limited partnership)
17 Ningbo Meishan free trade port Chaoxing investment partnership 2255640.3760
Industry (limited partnership)
18 Ningbo Meishan free trade port Yudi Investment Management Co., Ltd. 1774380.2957
Partnership (limited partnership)
Total 600 Ping An Bank Co.Ltd(000001) 000000
Article 20 the total number of shares of the company is 8800000000 shares, all of which are ordinary shares. The company may issue ordinary shares and preferred shares in accordance with the law.
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 may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by laws and regulations and the CSRC.
Where the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be carried out through public centralized trading.
Article 26 the company is due to
