Articles of association of chuangyao (Suzhou) communication technology Co., Ltd
April, 2002
catalogue
Chapter I General Provisions- 3 -
Chapter II business purpose and scope- 3 -
Chapter III shares- 4 -
Section 1 increase, decrease and repurchase of shares- 5 -
Section 2 share transfer- 6 -
Chapter IV shareholders and general meeting of shareholders- 7 -
Section 1 shareholders- 7 -
Section II general provisions of the general meeting of shareholders- 9 -
Section III convening of the general meeting of shareholders- 12 -
Section IV proposal and notice of the general meeting of shareholders- 13 -
Section V convening of the general meeting of shareholders- 14 -
Section VI voting and resolutions of the general meeting of shareholders- 17 -
Chapter V board of Directors- 20 -
Section 1 Directors- 20 -
Section 2 independent directors- 23 -
Section III board of Directors- 27 -
Chapter VI general manager and other senior managers- 31 -
Chapter VII board of supervisors- 32 -
Section I supervisors- 33 -
Section II board of supervisors- 33 -
Chapter VIII Financial Accounting system, profit distribution and audit- 34 -
Section I financial accounting system- 34 -
Section II Internal Audit- 39 -
Section III appointment of accounting firm- 39 -
Chapter IX announcements and notices- 40 -
Section I notice- 40 -
Section II announcement- 41-
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 41 -
Section 1 merger, division, capital increase and capital reduction- 41 -
Section 2 dissolution and liquidation- 42 -
Chapter XI amendment of the articles of Association- 43 - Chapter XII Supplementary Provisions- 44 -
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") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law"). Article 2 the company is a joint stock limited company initiated by the overall change of chuangdate (Suzhou) Technology Co., Ltd. in accordance with the company law and other relevant provisions.
Article 3 the company was registered with the China Securities Regulatory Commission on November 16, 2021, issued 20000000 ordinary shares in RMB to the public for the first time, and was listed on the Shanghai Stock Exchange on January 12, 2022. Article 4 registered name of the company: chuangyao (Suzhou) communication technology Co., Ltd. Full English Name: triduct Technology (Suzhou) Inc
Company domicile: unit 133, phase 1, International Science Park, No. 1355, Jinjihu Avenue, Suzhou Industrial Park
Postal Code: 215000
Article 5 the registered capital of the company is RMB 80000000 and the share capital is 80000000 shares.
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 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 9 the articles of association of the company shall have legal binding force on the company, shareholders, directors, supervisors and senior managers from the effective date. 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 deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 11 the company's business purpose: Based on science and technology, continuous innovation, integrity-based and win-win cooperation. Create value for customers and society, obtain rich returns for employees and shareholders, and become an international leading enterprise in the communication industry
Industry.
Article 12 business scope of the company: R & D and design of high-end communication chips, communication equipment and related software, sales of products developed and designed by the company and provision of relevant services. Engaged in the wholesale, import and export, commission agency and related business of similar commodities of the company's R & D and design products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Chapter III shares
Article 13 the shares of the company shall be in the form of shares. Article 14 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 15 the par value of the shares issued by the company shall be indicated in RMB.
Article 16 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. Article 17 the promoters of the company and the number of shares and shareholding ratio they subscribe for are as follows:
Serial number name / name of initiator number of shares subscribed shareholding ratio contribution method contribution time
(shares) (%)
1 Suzhou chuangzhiying Investment Management Co., Ltd. 22111200368520% net assets converted into shares June 4, 2020
2 Ningbo Free Trade Zone Kaifeng Houze equity 113205 Jangho Group Co.Ltd(601886) 76% net assets converted into shares June 4, 2020 investment partnership (limited partnership)
3 Zhongxin Suzhou Industrial Park venture capital 47435407.9059% of net assets into shares June 4, 2020 Capital Co., Ltd
4 Changjiang Growth Capital Investment Co., Ltd. 33198605.5331% of net assets converted into shares June 4, 2020
5 Ningbo Free Trade Zone Meisheng investment partnership 29196004.8660% of net assets converted into shares June 4, 2020 enterprise (limited partnership)
6 Ningbo Free Trade Zone Minyue investment partnership 26146804.3578% of net assets converted into shares June 4, 2020 enterprise (limited partnership)
7 Zhuhai zhongyiyingfei emerging industry investment 25952404.3254% net assets converted into shares June 4, 2020 capital fund (limited partnership)
8 Ningbo Free Trade Zone Huiyi investment partnership 22773003.7955% of net assets converted into shares June 4, 2020 enterprise (limited partnership)
9 Nanjing Jiangning Science and technology venture capital group 16267802.7113% net assets into shares June 4, 2020 Group Co., Ltd
10 Chengdu Shengtang Yinke venture capital enterprise 16267802.7113% net assets converted into shares June 4, 2020 (limited partnership)
11 Zhoushan Banxia investment partnership 12976202.1627% of net assets converted into shares June 4, 2020 (limited partnership)
12 Yangzhou yingfeinidi equity investment: 10380601.7301% net assets converted into shares June 4, 2020 partnership (limited partnership)
13. Guyu Capital Management Co., Ltd. 8133601.3556% net assets converted into shares June 4, 2020
14 Jiangsu fuquanjing Shifeng investment fund 7058401.1764% net assets converted into shares June 4, 2020 (limited partnership)
15 Yang Jingting 5190600.8651% of net assets converted into shares June 4, 2020
16 Shanghai dingzhang intelligent technology partnership 3322200.5537% net assets converted into shares June 4, 2020 (limited partnership)
17. Changhong (Shanghai) Investment Center (with 138300 shares converted from 0.2305% of net assets, limited partnership on June 4, 2020)
Total 600 Ping An Bank Co.Ltd(000001) 00%————
Article 18 after the initial public offering of shares, the total number of shares of the company is 80000000.
The share capital structure of the company is: 80000000 ordinary shares without other types of shares. Article 19 the amount of each share is 1 yuan. 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 1 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;
(V) other methods stipulated by laws and administrative regulations. 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 comply with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
To acquire shares of the company:
(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 shall not acquire the shares of the company.
If the company purchases its shares due to the circumstances specified in items (I) and (II) of the preceding paragraph, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, 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 its shares in accordance with the provisions of paragraph 1 of this article, 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 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. Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
The company has made mistakes due to the articles of association! Reference source not found. The acquisition of shares of the company under the circumstances specified in items (III), (V) and (VI) of paragraph 1 shall be carried out through public centralized trading.
Section 2 share transfer
Article 25 the shares of the company may be transferred according to law. Article 26 the company does not accept the company's shares as the subject matter of the pledge. Article 27 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, senior managers and core technicians of the company shall report to the company the shares held by the company and their changes. If the shares held by the above-mentioned personnel change, they shall report to the company within 2 trading days.
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 term of office, the shares transferred each year shall not exceed the shares they hold
