Loctek Ergonomic Technology Corp(300729)
constitution
April, 2002
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Loctek Ergonomic Technology Corp(300729) (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 approved by Ningbo Foreign Trade and Economic Cooperation Bureau in the document “Yong Wai Mao Ji Zi Guan Han [2010] No. 328” and was established by Ningbo Lijing times electronic cable Co., Ltd. in the form of overall change. It was registered with Ningbo Administration for Industry and Commerce on June 23, 2010 and obtained a business license. At present, the company’s unified social credit code is 91330200736952581d.
Article 3 with the approval of the China Securities Regulatory Commission on November 10, 2017, the company issued [21.5] million RMB ordinary shares to the public for the first time, and was listed on the Shenzhen Stock Exchange on December 1, 2017.
Article 4 registered name of the company
Full Chinese Name: Loctek Ergonomic Technology Corp(300729)
Full English Name: loctek ergonomic Technology Corp
Company domicile: No. 588, Qihang South Road, Yinzhou Economic Development Zone, Ningbo (Zhanqi Town, Yinzhou District), postal code: 315191.
Article 5 the registered capital of the company is RMB [220718574].
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 9 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 have legal binding force on 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 10 the term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, the Secretary of the board of directors, the person in charge of finance, etc. (including those who actually perform the above duties).
Article 11 the company shall establish Party organizations and carry out party activities in accordance with the articles of association of the Communist Party of China. The company shall provide necessary conditions for the party’s organizational activities and give full play to the positive role of the party organization in corporate governance.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to focus on the R & D and production of ergonomic products and continuously improve the technical leading edge and product competitive advantage in the field of ergonomic products.
Article 13 with the approval of the company registration authority, the business scope of the company is: R & D, manufacturing and sales of lifting tables, lifting tables, various new office systems and equipment, functional furniture and components, and linear drive equipment; R & D, design, manufacturing, processing, wholesale and retail of fitness equipment, new flat-panel TV support, flat-panel TV structure module, display support, medical equipment (except those requiring special permission), nursing and rehabilitation equipment, garage rack, vehicle rack, various new bearing devices, precision molds and precision structural parts; Wholesale and retail of accessories and decorations for mobile phones, computers, cars and cameras; Leasing of industrial plants; Import and export of self operated and agent goods and technologies (for commodities not subject to state-owned trade management, but commodities subject to quota and license management, the application shall be handled in accordance with the relevant provisions of the state) (for projects subject to approval in accordance with the law, business activities can be carried out only with the approval of relevant departments).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is established by means of initiation. At the time of establishment, the total number of ordinary shares issued to the promoters is Shanghai Pudong Development Bank Co.Ltd(600000) 00. The names of the promoters, the number of shares held, the proportion of shares held and the way of capital contribution are shown in the following table:
Serial number name or name of initiator number of shares (shares) shareholding ratio contribution method
call
Ningbo Regent electronic collection currency and net assets into shares
1 Group Co., Ltd. 23106540385109%
Lijing (Hong Kong) national currency and net assets converted into shares
2 International Co., Ltd. 18417540306959%
Ningbo Jucai investment has currency and net assets converted into shares
3 limited company 90 Ping An Bank Co.Ltd(000001) 50000%
4 Kou Guangwu 20400003.4000% currency and net assets converted into shares
520400003.4000% currency and net assets converted into shares
6 Zhu Wei 9145801.5243% currency and net assets converted into shares
7 tengchun 5487600.9146% currency and net assets converted into shares
8 Zhang Jun 4572600.7621% currency and net assets converted into shares
9. Shen Yida 4572600.7621% currency and net assets converted into shares
10 Yahong 4572600.7621% currency and net assets converted into shares
11. Li Miao 3201000.5335% currency and net assets converted into shares
12 pan Yunping 2743800.4573% currency and net assets converted into shares
13 Zhang Zhongzhou 2743800.4573% currency and net assets converted into shares
14 Lin Tao 2287200.3812% currency and net assets converted into shares
15 Chen Hong 914400.1524% currency and net assets converted into shares
16 Wu Wenwei 4572600.7621% currency and net assets converted into shares
17 Zhong Honglu 4572600.7621% currency and net assets converted into shares
18 jinkeyan 4572600.7621% currency and net assets converted into shares
Total 600 Ping An Bank Co.Ltd(000001) 00.00%
Article 19 the total number of shares of the company is [220718574], and the capital structure of the company is: ordinary shares [220718574] and other types of shares [0].
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;
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 the shares of the company 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) the 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 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchanges;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
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 six 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares.
If the above-mentioned personnel declare their resignation within six months (including the sixth month) from the date of IPO listing, they shall not transfer the shares of the company directly held by them within eighteen months (including the eighteenth month) from the date of declaration of resignation; If a person applies for resignation from the seventh month to the twelfth month (including the seventh month and the twelfth month) from the date of IPO listing, he shall not transfer the shares of the company directly held by him within twelve months (including the twelfth month) from the date of application for resignation. Reporting for resignation within 12 months (including the 12th month) from the date of IPO listing
