Quectel Wireless Solutions Co.Ltd(603236)
constitution
Shanghai
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-seven
Section III appointment of accounting firm 37 Chapter IX notices and announcements thirty-eight
Section I notice thirty-eight
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Quectel Wireless Solutions Co.Ltd(603236) (hereinafter referred to as “the company” or “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 and other laws, regulations and normative documents.
The company is a joint stock limited company established by Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. as a whole. It is registered with Shanghai market supervision administration and has obtained a business license. The unified social credit code is 9131 Shenzhen Wongtee International Enterprise Co.Ltd(000056) 31196115.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on June 17, 2019, the company issued 22.3 million RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on July 16, 2019.
Article 4 registered name of the company: Quectel Wireless Solutions Co.Ltd(603236) .
English name of the company: quetel wireless solutions Co., Ltd
Article 5 domicile of the company: room 513, floor 5, No. 6, Lane 205, Gaoji Road, Sijing Town, Songjiang District, Shanghai.
Postal Code: 201601.
Article 6 the registered capital of the company is RMB 188982076.
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 other senior managers mentioned in the articles of association refer 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 business purpose of the company is to make outstanding contributions to the development of the global Internet of things, give better connections between things and people, make industrial innovation infinitely possible, create a better world of “smooth connection of all things” and achieve a smart earth. With advanced technology and scientific management, we will continue to provide customers with the best service, work hard and forge ahead, and continue to increase investment to improve comprehensive competitiveness.
Article 13 after registration according to law, the business scope of the company: licensed items: import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technology development, technical consultation, technical services and technology transfer in the field of communication technology, electronic technology, instruments and meters and computer hardware; Sales of computer software, hardware and auxiliary equipment (except special products for computer information system security), electronic products, instruments and meters, electronic components and communication equipment; Assembly and sales of electronic accessories. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
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, with RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the company was wholly changed and established by Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. on November 2, 2015. At the time of establishment, the promoters of the company were Qian penghe, Ningbo Yiyuan investment partnership (limited partnership), Fujian Chuanggao Security Technology Co., Ltd., Shanghai Jidu Investment Center (limited partnership), Ningbo Dingfeng Mingde Zhengxin investment partnership (limited partnership) Ningbo Juli Jiahe investment management partnership (limited partnership), Ningbo Zhongli Caixin investment partnership (limited partnership), Shanghai Xingzhi Venture Capital Co., Ltd., Zhang Dong and Zheng Jianguo. The number and shareholding ratio of shares subscribed by the promoters when the joint stock company was established are shown in the following table:
Name of sponsor number of shares subscribed shareholding ratio contribution method
No. (10000 shares)
1 Qian penghe 435.00 43.50% of net assets converted into shares
2. Ningbo Yiyuan investment partnership 140.00 14.00% net assets converted into shares
Industry (limited partnership)
3. Fujian chuanggao security technology stock 100.00 10.00% net assets converted into shares
Co., Ltd
4 Shanghai Jidu investment center 92.40 9.24% of net assets converted into shares
(limited partnership)
Ningbo Dingfeng Mingde Zhengxin Investment Co., Ltd
5-capital partnership (limited partnership 50.00% 5.00% of net assets converted into shares
Gang)
Ningbo Juli Jiahe Investment Management Co., Ltd
6.00 partnership (limited partnership) 50.00% 5.00% net assets converted into shares
(partner)
7. Ningbo Zhongli Caixin Investment Co., Ltd. 50.00 5.00% of net assets converted into shares
Partnership (limited partnership)
8. Shanghai Xingzhi venture capital has 47.60% and 4.76% of its net assets converted into shares
Limited company
9 Zhang Dong 25.00 2.50% of net assets converted into shares
10. Zheng Jianguo converted 1.00% of net assets into shares
Total 100000 100.00% net assets converted into shares
The total audited net assets of all promoters of the company as of July 31, 2015 corresponding to the equity of Shanghai Quectel Wireless Solutions Co.Ltd(603236) Technology Co., Ltd. held by them were 5995157492 yuan, of which 10000000 yuan was converted into 10000000 shares, and the balance of 4995157492 yuan was converted into capital reserve.
Article 19 the total number of shares of the company is 188982076, and the capital structure of the company is 188982076 ordinary shares.
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;
(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 stipulated 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 the 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) necessary for the 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.
Article 24 the 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, the resolution of the board meeting attended by more than 2 / 3 of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, 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; 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.
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, general manager and other senior managers of the company shall regularly report to the company the shares held by them and their changes during their term of office; The shares transferred each year during his term of office are not
