Ledman Optoelectronic Co.Ltd(300162)
constitution
April, 2002
Ledman Optoelectronic Co.Ltd(300162)
constitution
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
Chapter VI general manager 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 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 Ledman Optoelectronic Co.Ltd(300162) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established with all shareholders of the former Shenzhen Ledman Optoelectronic Co.Ltd(300162) Technology Co., Ltd. as the sponsors, and the book net assets of the former Shenzhen Ledman Optoelectronic Co.Ltd(300162) Technology Co., Ltd. were converted into shares for overall change. The company is registered with Shenzhen market supervision and Administration Bureau and has obtained the business license of enterprise legal person with the business license number of 440301501130760.
Article 3 with the approval of China Securities Regulatory Commission on December 15, 2010, the company issued 16.8 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on January 13, 2011.
Article 4 registered Chinese name of the company: Ledman Optoelectronic Co.Ltd(300162) ;
English Name: ledman optoelectronic Co., Ltd
Article 5 domicile of the company: Building 8, zone 2, baiwangxin Industrial Park, Songbai highway, Nanshan District, Shenzhen; Postal Code: 518055.
Article 6 the registered capital of the company is 3495100300 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 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 and the chief financial officer 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
Chapter II business purpose and scope
Article 13 the company’s business purpose: integrity, dedication, cooperation and innovation.
Article 14 registered according to law, the business scope of the company: R & D, production and operation of high-grade led and LED display, lighting and other application products; Energy saving technical services (excluding restricted items); Equipment leasing (mechanical equipment leasing without operators, excluding financial leasing activities); Energy management; Energy conservation and environmental protection engineering and energy conservation engineering design; Energy saving technology consultation and evaluation; Consulting, design, installation and maintenance of lighting engineering, urban lighting engineering and landscape engineering; Engage in advertising business (if the approval and registration of advertising business is required by laws and administrative regulations, it can be operated only after another approval and registration is handled); Football League business resources development; Sports advertising and media operation; Sports event planning and undertaking; Operate import and export business (except for projects prohibited by laws, administrative regulations and decisions of the State Council, and restricted projects can be operated only after obtaining permission); Technical development, technical consultation and technical services of electronic computers and external equipment, integrated circuits, software and communication equipment; Sales of computer software, hardware and peripheral equipment, communication equipment, instruments and meters; Software technology development and technology transfer; Online trade (excluding restricted items), online operation of LED related products.
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 principle of 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 promoters of the company are four natural person shareholders: Li MANTIE, Wang Lishan, Li Chen and Li yuezong, and Shenzhen Jiede Investment Co., Ltd. All promoters are shareholders of Shenzhen Ledman Optoelectronic Co.Ltd(300162) Technology Co., Ltd. when Shenzhen Ledman Optoelectronic Co.Ltd(300162) Technology Co., Ltd. is changed into the company as a whole, they are converted into shares according to the book net asset value of Shenzhen Ledman Optoelectronic Co.Ltd(300162) Technology Co., Ltd. as of September 30, 2009 based on their respective capital contributions.
Article 20 the total number of shares of the company is 3495100300 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;
(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 stipulated by laws, administrative regulations and departmental rules.
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, except for one of 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.
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 the company’s acquisition of shares of the company due to the circumstances specified in 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 (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
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. If the total number of shares held by the company exceeds 10% of the total number of shares issued in Item (VI) or item (III) of the company, it shall not be cancelled in Item (V) or item (III) of the company.
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 the company’s shares by its directors, supervisors and senior managers due to the company’s equity distribution, the above provisions shall still be observed. Article 30 if the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. 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 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 register of shareholders shall record the following items:
(I) name and domicile of shareholders;
(II) the number of shares held by each shareholder;
(III) the date on which each shareholder acquired its shares.
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 the 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 shareholders propose to consult the relevant information mentioned in the preceding article or ask for materials
