Zhejiang Supcon Technology Co.Ltd(688777)
constitution
April 2022
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Section III Special Committee of the board of directors
Chapter VI president and other senior managers
Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI malicious acquisition
Chapter XII amendment of the articles of Association
Chapter XIII supplementary provisions
Chapter I General Provisions
Article 1 the company law, the articles of association of the people’s Republic of China and other relevant regulations are formulated in accordance with the “company law of the people’s Republic of China” (hereinafter referred to as the “company law”) and the “Regulations on safeguarding the rights and interests of creditors” (hereinafter referred to as the “company law of the people’s Republic of China”).
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established in the form of initiation, registered with Zhejiang market supervision and Administration Bureau, obtained a business license, and the unified social credit code is 91330 Shandong Xinneng Taishan Power Generation Co.Ltd(000720) 082446h.
Article 3 the company was registered with the consent of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on September 29, 2020, issued 49.13 million RMB common shares to the public for the first time, and was listed on the Shanghai Stock Exchange (hereinafter referred to as the “Stock Exchange”) on November 24, 2020.
Article 4 registered name of the company: Zhejiang Supcon Technology Co.Ltd(688777)
Full English Name: Zhejiang SUPCON Technology Co., Ltd
Article 5 domicile of the company: No. 309, Liuhe Road, Binjiang District, Hangzhou
Postal Code: 310053
Article 6 the registered capital of the company is 496823 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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s vice president (including the executive president and senior vice president, “the same below”), the Secretary of the board of directors and the person in charge of finance.
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 company’s business purpose is to abide by national laws and administrative regulations, promote the development of socialist market economy and bear social responsibility; Adhere to the core values of “creating value for customers, adhering to struggle and innovation, dedication, integrity and pursuit of excellence”, build a world-class automation enterprise and make people’s work and life easier. Article 14 business scope of the company: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Software development; Software sales; Network and information security software development; Manufacturing of information security equipment; Sales of information security equipment; Information system integration service; Business training (excluding education training, vocational skill training and other training requiring permission); Technology import and export; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license). Licensed project: construction project construction; Construction engineering design; Sales of special products for computer information system security (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).
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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the total share capital of the company at the time of its establishment is 75 million yuan, with a par value of 1 yuan per share.
The promoters shall convert the audited net assets of the former Zhejiang Zhejiang Supcon Technology Co.Ltd(688777) Co., Ltd. into shares according to the original proportion of capital contribution. The time of capital contribution of the promoters is October 18, 2007. The names of the promoters at the time of establishment, the number of shares subscribed and the shareholding ratio are as follows:
Name of initiating shareholder (name) proportion of subscribed shares (10000 shares) to total share capital (%)
Central Control Technology Group Co., Ltd. 3432457600%
Intel Asia Pacific R & D 500 6.6667%
Name of initiating shareholder (name) proportion of subscribed shares (10000 shares) to total share capital (%)
Zhejiang University Venture Capital Co., Ltd. 150 2.0000%
Zhejiang Chint Electrics Co.Ltd(601877) 100 1.3333%
Zhejiang Gufeng Investment Management Co., Ltd. 100 1.3333%
Hangzhou Borong Investment Co., Ltd. 50 0.6667%
Hangzhou ruiyong Investment Consulting Co., Ltd. 32.65 0.4353%
Chu Jian 565 7.5333%
Jin Jianxiang 431.25 5.7500%
Chu min 348.5 4.6467%
Ying Peihua 210 2.8000%
Ren Guoxiao 169.5 2.2600%
Sun Youxian 82.49 1.0999%
Qiu Feng 80 1.0667%
Chen Gang 75 1.0000%
Huang Wenjun 72 0.9600%
Xiong Juxiu 72 0.9600%
Shen Hui 70 0.9333%
Shi Yiming 70 0.9333%
Zhong Guoqing 65 0.8667%
Jia Xunhui 60 0.8000%
Su Hongye 52.38 0.6984%
Ding Yun 48 0.6400%
Wang Jianjun 44.05 0.5873%
Zhou Xiaowen 41 0.5467%
Yu Haibin 38 0.5067%
Jin minfan 37 0.4933%
Yuan Jianrong 37 0.4933%
Zhao Hongming 34.86 0.4648%
Chapter 32.78 0.4371%
Lai Xiaojian 32 0.4267%
Zhang Rufeng 32 0.4267%
Zhang Boli 30 0.4000%
Summer ice 28.66 0.3821%
Ronggang 28 0.3733%
Zhang Weining 27 0.3600%
Wang Weimin 26 0.3467%
Pan regeneration 26 0.3467%
Hu Xiehe 25
