Kede Numerical Control Co.Ltd(688305)
Articles of Association
April, 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 four
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 nine
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-three
Section III appointment of accounting firm forty-three
Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as "the company" or "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 passed the deliberation of the municipal Party Committee on the science and Innovation Board of Shanghai Stock Exchange on January 26, 2021, and obtained the approval of the China Securities Regulatory Commission for registration on May 7, 2021. It issued 22680000 RMB ordinary shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on July 9, 2021.
Article 3 the company is a joint stock limited company established in accordance with the company law and other relevant laws and regulations. The company was founded as a joint stock limited company by all the shareholders of the original Dalian Kede Numerical Control Co.Ltd(688305) Co., Ltd. as the sponsors, with the audited book value of net assets converted into shares as a whole. The shareholding amount, shareholding ratio, domicile and identity information of the promoters of the company are shown in the following table:
Name of shareholder, residence ID number / license number, share number / name (10000 shares) (%)
1 Guangyang Technology Liaoning Dalian Economic and Technological Development Zone 2102110000182602550.00 51.00
2 in 17.20 District, Shahekou District, Dalian City, Liaoning Province, 21020419781229 860.00
3 song Menglu Dalian Economic and Technological Development Zone, Liaoning Province 21021319890901 510.00 10.20
4 Gu Jinglin, Shahekou District, Dalian City, Liaoning Province 21020419660405 400.00 8.00
5 Chen Shi, Jinshui District, Zhengzhou 41010319690425 200.00 4.00
6 Zhao ningwei, Changyuan County, Henan Province 41072819870523 170.00 3.40
7 Dalian Wanzhong Dalian Economic and Technological Development Zone, Liaoning Province 210241000179881150.00 3.00 Guoqiang Development Zone
8 Ye Xiaopei, Xiacheng District, Hangzhou 33250119780412 100.00 2.00
9 Song Jun Liaoning Dalian Economic and Technological Development Zone 21022119620304 60.00 1.20
Total -- 500000 100.00
Article 4 registered name of the company: Kede Numerical Control Co.Ltd(688305)
Article 5 company domicile: floor 1, No. 1-2-1, Tianfu street, Dalian Economic and Technological Development Zone, Liaoning Province
Article 6 the registered capital of the company is RMB 90.72 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative.
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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers.
Article 11 disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation in advance.
If the negotiation fails, it can be settled through litigation. 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 12 The term "senior managers" as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other employees of the company identified by the board of directors by resolution.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to develop high-end CNC systems, five axis CNC machine tools, industrial Siasun Robot&Automation Co.Ltd(300024) and key functional components of CNC machine tools with independent intellectual property rights to replace imported high-end CNC products. Practice scientific and technological innovation, realize the service of science and technology to the country and revitalize the national NC industry. Manufacture higher quality products and provide better services to meet the demand for five axis CNC machine tools in various industrial fields in China. So that all investors can obtain satisfactory social and economic benefits.
Article 14 after being registered according to law, the business scope of the company is: CNC system, five axis CNC machine tools and accessories, industry Siasun Robot&Automation Co.Ltd(300024) , motor R & D, production, sales, technology development, technology transfer, technical service and technical consultation; Software development; R & D and design of industrial production line; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
According to the market changes and the needs of the company's business development, the company can adjust its business scope and mode. To adjust the business scope and mode, the articles of association shall be amended in accordance with the provisions of the articles of association and approved by the company.
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 shall be RMB 1.
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 total number of shares of the company is 90720000, all of which are ordinary shares in RMB.
Article 20 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 21 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
Article 22 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 23 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) 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 24 Where the company purchases its shares under the circumstances specified in items (I) to (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it may be subject to the resolution of the meeting of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people's Republic of China. Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law.
Article 26 the company shall not accept the shares of the company as the subject matter of the pledge.
Article 27 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.
Article 28 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 term of office, 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 29 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 buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as 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, 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. Directors, supervisors and senior managers of the company
