Leyard Optoelectronic Co.Ltd(300296)
constitution
April, 2002
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 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 19 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 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 firm Chapter IX notices and announcements 37 section 1 notice 37 section II 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 39 Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Leyard Optoelectronic Co.Ltd(300296) (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”), the guidelines for the articles of association of listed companies 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.
On November 15, 2010, the company was founded by the former Beijing Leyard Optoelectronic Co.Ltd(300296) Electronic Technology Co., Ltd. in the form of overall change, registered with Beijing municipal market supervision administration and obtained the business license of enterprise legal person with the registration number of 110 Shenyang Machine Tool Co.Ltd(000410) 105629.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on February 13, 2012, the company issued 25 million RMB ordinary shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on March 15, 2012.
Article 4 the Chinese name of the company is Leyard Optoelectronic Co.Ltd(300296)
English Name: leyard optoelectronic Co., Ltd
Article 5 domicile of the company: No. 9, beizhenghongqi West Street, Yiheyuan, Haidian District, Beijing; Postal Code: 100091.
Article 6 the registered capital of a company is the total paid in share capital of the company. Its registered capital is 2542901478 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 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 person in charge of finance.
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 the company’s business purpose: people-oriented, standardized management, quality first, the pursuit of excellence, and build the company into a first-class application service provider of electronic display equipment and related products with international influence in China, so as to bring the best economic return to all parties.
Article 14 after being registered according to law, the business scope of the company:
Production of electronic display equipment and integrated circuit products; General freight; Engineering design; Develop and produce information display management system, software products and integrated circuit products; Engineering installation, commissioning, maintenance, leasing and technical consulting services of self-produced products; Sales of electronic display products, lighting products, electronic identification products, stage film and television equipment, stage mechanical equipment, sound equipment, computer software and hardware and auxiliary equipment, cultural goods and sporting goods; Computer system services; Import and export of goods; Technology import and export; Designing, producing, acting and publishing advertisements; Technical inspection and testing of electronic display products and lighting products; Planning management; Literary and artistic creation; Animation design services; Urban landscaping; Product design; Model design; Audio and video equipment leasing; Undertake exhibition activities; Conference services; Technology development, technology transfer, technical consultation and technical services. (enterprises shall independently choose business projects and carry out business activities according to law; engineering design and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares. The shares issued by the company are registered shares, and all shares are RMB ordinary shares.
Article 16 the issuance of shares of the company must follow the principles of openness, fairness 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.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is established as a whole, the name of the promoters, the number of shares held, the proportion of shares held, the method and time of capital contribution are as follows:
Serial number name of sponsor shareholder amount of subscribed shares (10000 shares) shareholding proportion contribution method contribution time
1 Li Jun 453000 75.50% of net assets converted into shares 201010
2. Tan Lianqi 385.80 6.43% of net assets converted into shares 201010
3 Cui Xinmei 274.20 4.57% of net assets converted into shares 201010
4 Wang Yingnan 240.00 4.00% net assets converted into shares 201010
5 Yuan Bo 150.00 2.50% of net assets converted into shares 201010
6 Geng Wei 120.00 2.00% net assets converted into shares 201010
7 Li Dongying 90.00 1.50% of net assets converted into shares 201010
8 Liu Haiyi 90.00 1.50% of net assets converted into shares 201010
9 Lu Changjun 60.00 1.00% net assets converted into shares 201010
10 Sari 60.00 1.00% net assets converted into shares 201010
Total Shanghai Pudong Development Bank Co.Ltd(600000) 100% —
Before applying for IPO and listing on GEM, the company’s accumulated registered capital was 75 million yuan and its share capital was 75 million yuan.
Article 20 the total number of shares of the company is 2542901478, all of which are ordinary shares in RMB.
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 prescribed by laws, administrative regulations and approved by the CSRC.
The company issues convertible corporate bonds to raise funds in accordance with laws, administrative regulations and the methods approved by the CSRC, and the bondholders of convertible corporate bonds can convert into the company’s shares in accordance with the agreed conversion procedures and conversion price during the conversion period. For the change of registered capital caused by share conversion, the general meeting of shareholders of the company authorizes the board of directors to handle the change of registered capital regularly.
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) 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the value of the company and shareholders’ rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 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 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 three years after the disclosure of the repurchase results and the announcement of share changes.
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.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company’s shares, as well as other shareholders holding shares issued before the company’s initial public offering or shares issued by the company to specific objects, who transfer their shares of the company, shall not violate laws, administrative regulations and the regulations of the securities regulatory authority under the State Council on holding period, selling time, selling quantity, selling method Information disclosure and other provisions, and shall abide by the business rules of the stock exchange.
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 held by them within 6 months after buying, or buy them again within 6 months after selling
