Hc Semitek Corporation(300323)
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 proposals and notices of the general meeting of shareholders
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
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 amendment of the articles of Association
Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hc Semitek Corporation(300323) (hereinafter referred to as “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 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 established in the form of overall change initiation, which was approved by Wuhan Municipal Bureau of Commerce in the document “Wu Shang Shi [2011] No. 40”; Registered with the market supervision and Administration Bureau of Wuhan East Lake New Technology Development Zone and obtained a business license. The business license number is 914201007819530811.
Article 3 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.
Article 4 the company issued 50 million ordinary shares in RMB to the public for the first time on April 26, 2012 with the approval of the document “zjxk [2012] No. 578” of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on June 1, 2012.
Article 5 registered name of the company: Hc Semitek Corporation(300323) .
Full English Name: HC semitek Corporation
Article 6 company domicile: No. 8, Binhu Road, Donghu Development Zone, Wuhan City, postal code: 430023.
Article 7 the registered capital of the company is 1240236453 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman or president is the legal representative of the company.
Article 10 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 11 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, 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 12 other senior managers mentioned in the articles of association refer to the vice president, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 business purpose of the company: to become the global leader in compound semiconductor innovation.
Article 14 after being registered according to law, the business scope of the company is: semiconductor materials and devices, electronic materials and devices, semiconductor lighting equipment, sapphire crystal growth and the design, manufacturing, sales, operation and leasing of sapphire deep-processing products; Research and development, processing and manufacturing of integrated circuits and sensors, and providing technical services; Import and export of self owned products and raw materials. (for the above business scope, the projects with special provisions in China shall be operated within the approved period after being approved by the state or with a license).
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, number of shares subscribed, mode of capital contribution and time of capital contribution of the promoters of the company are as follows:
Number of shares subscribed and shareholding ratio
Name of shareholders and mode of contribution
No. (share) (%)
Shanghai Canrong Venture Capital Co., Ltd
3015 Shenzhen Zhongheng Huafa Co.Ltd(000020) .10% net assets converted into shares 1 company
Yiwu Tianfu Huaneng Investment Management Co., Ltd
85500005.70% net assets converted into shares 2 Co., Ltd
Jing Tian capital I, net assets converted into shares 336 China Vanke Co.Ltd(000002) 2.40%
3 Limited
Jing Tian capital II, net assets converted into shares 2745001.83%
4 Limited
5. Zhejiang Huaxun Investment Co., Ltd. 2977500019.85% of net assets converted into shares
6. Development investment growth venture capital enterprise 138900009.26% of net assets converted into shares
Shanghai Guofu Yongqin investment partnership
80250005.35% of net assets converted into shares 7 industry (limited partnership)
Shanghai Guofu Yongqian investment partnership
32250002.15% of net assets converted into shares 8 industry (limited partnership)
Well net assets into shares China Limited 74100004.94%
nine
Wuhan Yousheng Investment Management Co., Ltd
67500004.50% net assets converted into 10 shares
Pujiang Sihao Electronic Technology Co., Ltd
21 Qingdao Tgood Electric Co.Ltd(300001) .42% net assets converted into 11 shares
12 Jinshi Investment Co., Ltd. 18750001.25% of net assets converted into shares
Beijing Jinzhi HuiFu Investment Management Center
18750001.25% net assets converted into 13 shares (limited partnership)
Total 1500 Ping An Bank Co.Ltd(000001) 00.00%
As of February 15, 2011, the above contribution has been paid in place.
Article 20 the total number of ordinary shares of the company is RMB 124021, and the par value of each share is RMB 124021.
Article 21 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares 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 shall not purchase its own shares. However, one of the following circumstances shall be excluded:
(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) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its own shares through public centralized trading, or other methods recognized by laws, administrative regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be subject to 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 resolved at the meeting of the board of directors attended by more than 2 / 3 of the directors.
After the company purchases the shares of the company in accordance with Article 24, if it belongs to the situation in 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 three 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 company’s shares 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 Shenzhen 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.
If the directors, supervisors and senior managers of the company declare their resignation within 12 months from the date of IPO, they shall also abide by the following provisions:
If the company applies for resignation within six months from the date of listing of the company’s initial public offering, it shall not transfer its directly held shares of the company within 18 months from the date of reporting resignation; If a resignation is declared between the seventh month and the twelfth month from the date of listing of the initial public offering of shares, it shall be 12 months from the date of declaration of resignation
