Articles of association of Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty
Section I financial accounting system thirty
Section II Internal Audit thirty-four
Section III appointment of accounting firm Chapter IX notices and announcements thirty-four
Section I notice thirty-five
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 38 Chapter XII Supplementary Provisions thirty-nine
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established on the basis of the original Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd; Registered with Zhejiang Administration for Industry and Commerce and obtained a business license with the business license number of 91330100665226709c.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on November 25, 2016, the company issued 33 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as "Stock Exchange") on December 28, 2016.
Article 4 registered name of the company:
Full Chinese Name: Inventronics (Hangzhou) Inc(300582) Electronics (Hangzhou) Co., Ltd
Full English Name: inventronics (Hangzhou), Inc
Article 5 company domicile: block a, No. 459, Jianghong Road, Changhe street, Binjiang District, Hangzhou
Postal Code: 310052.
Article 6 the registered capital of the company is 296667279 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, 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company's business purpose is to improve product quality, meet customer needs, achieve good economic and social benefits and maximize the interests of shareholders through technological innovation and scientific management.
Article 13 after registration according to law, the business scope of the company is: research, development and production: switching power supply and related electronic products; Sell self-produced products and provide technical services (except those prohibited and restricted by the state, and operate with certificates involving licenses) (for projects subject to approval according to 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; For the shares subscribed by any unit or individual, the same price shall be paid 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 when the company is changed from a limited liability company to a joint stock limited company as a whole, the total number of shares is 99 million shares, which are invested by all promoters with the audited net assets of the company as of December 31, 2013. The names of promoters and their subscriptions, the number of shares subscribed and the shareholding ratio are as follows:
No. name of initiator number of shares subscribed (10000 shares) shareholding ratio (%)
1 Guichao Hua 5,127.4575 51.7925
2 Zhejiang Shangzhi investment partnership (limited partnership) 1128.9762 11.4038
3 Zhejiang Huarui Taixin Venture Capital Co., Ltd. 990.0000 10.0000
4 Hangzhou Yuheng investment partnership (limited partnership) 775.7541 7.8359
5. Zhejiang Shangquan equity investment partnership (643.5000 6.5000 partners)
6 Hangzhou Qunying investment partnership (limited partnership) 343.3122 3.4678
7. Zhejiang Zhongke Donghai venture capital partnership (limited) 297.0000 3.0000
Partnership)
8 Zhejiang huaruihaiyue Optoelectronic Industry Venture Capital Co., Ltd
9. Hangzhou hengying Huilai investment partnership (limited partnership 297.0000 3.0000)
Total 9900.0000 100.0000
Article 19 the total number of shares of the company is 296667279, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company's shares 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;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
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 specified in the articles of association.
Article 23 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) a shareholder requests the company to purchase its shares because he disagrees 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 does not engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its own shares under the circumstances specified in items (III), (V) and (VI) of Article 23, it shall do so through public centralized trading.
Article 25 the acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders.
The acquisition of shares of the company due to items (III), (V) and (VI) of Article 23 of the articles of association shall be reviewed and approved by the meeting of the board of directors 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 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 3 years. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules. 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 company's shares 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 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 number of shares of the same type 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.
If the directors, supervisors and senior managers of the company declare their resignation within six months from the date of IPO listing, they shall not transfer their shares of the company directly or indirectly held within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly or indirectly held by him within twelve months from the date of application for resignation.
Article 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs 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 exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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 30 the company shall, in accordance with the certificates provided by the securities registration authority
