Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
constitution
April, 2021
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope four
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
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 eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-three
Chapter VI general manager and other senior managers twenty-seven
Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors thirty
Chapter VIII Financial Accounting system, profit distribution and audit thirty-one
Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement thirty-six
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation thirty-seven
Chapter XI amendment of the articles of Association thirty-nine
Chapter XII Supplementary Provisions forty
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Sichuan Tianyi Comheart Telecom Co.Ltd(300504) is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
Article 3 the company is wholly changed and established by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. in the form of initiation, registered with Sichuan provincial market supervision and Administration Bureau, obtained the business license, and the unified social credit code is 9151 Shenzhen Tagen Group Co.Ltd(000090) 2667031j.
On March 9, 2018, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 66852000 ordinary shares in RMB to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on March 30, 2018.
Article 4 registered name of the company: Sichuan Tianyi Comheart Telecom Co.Ltd(300504)
Article 5 company domicile: No. 198, Section 1, Xueshan Avenue, Jinyuan Town, Dayi County, Sichuan Province, postal code: 611330.
Article 6 the registered capital of the company is 273091000 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 capital of the company is 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 property.
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 “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance 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 scope
Article 13 business purpose of the company: independently carry out various businesses in accordance with relevant laws and regulations and market demand, continuously improve the operation and management level and core competitiveness of the enterprise, provide high-quality products and services for customers, enhance shareholders’ rights and interests and company value, and create good economic and social benefits.
Article 14 after registration according to law, the business scope of the company: general business items (the following scope does not include pre license items, and post license items are operated by license or approval documents): computer, communication and other electronic equipment manufacturing industry; Manufacturing of wires, cables, optical cables and electrical equipment; Plastic sector, pipe and profile manufacturing; Metal processing machinery manufacturing; Manufacture of packing for sealing; Nuclear radiation processing; Software and information technology services; Wholesale and retail of goods; Import and export industry; Internet and related services, leasing industry, business service industry, technology promotion and application service industry, engineering technology, electrical installation and value-added telecommunications services; Ordinary road freight transportation. (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 fairness, openness and impartiality, and each share of the same kind 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, with a par value of 1 yuan per share. 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 of the company’s promoters, the number of shares subscribed, the method and time of capital contribution are as follows:
The way and time of capital contribution of the sponsors to subscribe for shares
(10000 shares)
Sichuan Tianyi group 310278 converted its net assets owned by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. into shares on June 22, 2012
Li Shihong 103610 converted his net assets owned by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. into shares on June 22, 2012
Li Junxia 930.56 converted its net assets owned by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. into shares on June 22, 2012
Li Junhua 930.56 converted its net assets owned by Sichuan Tianyi Kanghe optoelectronics Co., Ltd. into shares on June 22, 2012
Total 6000————
Article 20 the total number of shares of the company is 273091000, all of which are ordinary shares. 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) if the shareholders’ meeting requests the company to be divided, they have objections to the company’s share acquisition;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the 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 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading. Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 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 paragraph 1 of Article 24 of the articles of association, the resolution of the board meeting attended by more than 2 / 3 of the directors shall be adopted.
After the company purchases the shares of the company in accordance with the provisions of paragraph 1 of Article 24, if it falls under the circumstances of 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.
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 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.
In case of any change in the direct holding of shares of the company by directors, supervisors and senior managers due to the equity distribution of the company, the above provisions shall still be observed.
Article 30 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 income from this shall belong to the company, and the board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, 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 of this article, 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 of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
