Guangdong Ellington Electronics Technology Co.Ltd(603328)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI voting and resolution of general meeting of shareholders Chapter V board of directors section I Section II directors section II board of directors Chapter VI managers 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 II announcement Chapter X merger, division, capital increase, capital reduction Dissolution and liquidation section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Ellington Electronics Technology Co.Ltd(603328) (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, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other relevant provisions. The company was established in the form of change with the approval of the reply of the Ministry of Commerce on Approving the transformation of Eaton (Guangdong) Electronic Technology Co., Ltd. into a joint stock limited company (SZP [2007] No. 1891) issued by the Ministry of Commerce of the people’s Republic of China; Registered with the Guangdong provincial market supervision and Administration Bureau and obtained a business license with a unified social credit code of 91440 Xi’An Catering Co.Ltd(000721) 185260y.
Article 3 the company issued 90000000 ordinary shares in RMB to the public for the first time on June 9, 2014 and was listed on the Shanghai Stock Exchange on July 1, 2014 with the approval of the CSRC zjxk (2014) No. 577 document.
Article 4 registered name of the company:
Chinese Name: Guangdong Ellington Electronics Technology Co.Ltd(603328)
English Name: Guangdong Ellington Electronics Technology Co., Ltd
Article 5 company domicile: Gaoping Industrial Zone, Sanjiao Town, Zhongshan City, Guangdong Postal Code: 528445.
Article 6 the registered capital of the company is 998442610 yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it may, after the shareholders’ meeting has passed a resolution approving the increase or decrease of its registered capital, adopt a resolution on the matters requiring the amendment of the articles of association, and authorize the board of directors to go through the registration procedures for the change of its registered capital.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or general manager 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 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, the Secretary of the board of directors, the person in charge of Finance and the personnel determined by the board of directors of the company.
Chapter II business purpose and scope
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.
Article 13 the business purpose of the company is to promote the healthy development of the company, strive to be a leader in the industry, achieve remarkable social and economic benefits, and enable shareholders to obtain better return on investment.
Article 14 after registration according to law, the business scope of the company: production of circuit boards, HDI (i.e. high-density interconnect laminate) printed circuit boards, liquid crystal displays and their accessories, copper clad laminates, import and export trade.
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 the Shanghai Branch of China Securities Depository and Clearing Corporation after the company’s shares are listed and traded.
Article 19 the company is changed and reorganized on the basis of Eaton (Guangdong) Electronic Technology Co., Ltd. and jointly initiated and established by Eaton Investment Co., Ltd., Shenzhen Zhongke Longsheng Venture Capital Co., Ltd. and Shenzhen Zhongke Hongyi Venture Capital Co., Ltd. The number of shares and shareholding ratio of each promoter in the company are:
Name of sponsor amount of shares (shares) equity ratio
Eaton Investment Co., Ltd. 39102000098%
Shenzhen Zhongke Longsheng Venture Capital Co., Ltd. 63840001.6%
Shenzhen zhongkehongyi Venture Capital Co., Ltd. 15960000.4%
Total 3990 Ping An Bank Co.Ltd(000001) 00%
Article 20 the total number of shares of the company is 998442611 shares, all of which are ordinary shares.
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;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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) 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 will not buy or sell its shares.
Article 25 the company may choose one of the following ways to purchase its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 24 of the articles of association, it shall be conducted through public centralized trading.
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.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it shall be subject to the resolution of the board meeting attended by more than 2 / 3 of the directors of the company.
After the company purchases the shares of the company in accordance with Article 24, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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 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.
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, if a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, or under other circumstances specified by the CSRC, the time limit for selling the shares is not subject to six months.
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 the preceding paragraph, 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, the responsible directors shall bear joint and several liabilities according to law. Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall comply with the requirements of the shareholder
