Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance 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 nine
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Section III Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Party Building Chapter IX Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-two
Section III appointment of accounting firm Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 47 Chapter XIII Supplementary Provisions forty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company, 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”) These articles of association are formulated in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) 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. The company is registered with Suzhou market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 913205837178569220. The company is a foreign-invested and state-owned relatively holding enterprise.
Article 3 after being approved by the China Securities Regulatory Commission on July 21, 2020, the company registered and issued 333333400 ordinary shares in RMB to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on August 17, 2020.
Article 4 registered name of the company: Kunshan Longteng North Electro-Optic Co.Ltd(600184) Co., Ltd
InfoVision Optoelectronics(Kunshan)Co.,Ltd.
Article 5 domicile of the company: No. 1, Longteng Road, Kunshan Development Zone, Jiangsu Province.
Article 6 registered capital of the company: RMB 3333333400.
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 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 company’s deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers appointed by the board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to recruit excellent talents, create first-class quality and develop top professional technology, so as to achieve a new realm of high-quality development led by scientific and technological innovation, and strive to become a leader in China’s LCD panels and an expert in all-round solution of small and medium-sized LCD panels. Maximize economic benefits and create satisfactory economic returns for all shareholders.
Registered according to law, the business scope of the company: R & D, design and production of the fifth generation thin film transistor liquid crystal display panel (TFT-LCD); Sell self-produced products and provide after-sales service; Engage in the wholesale, commission agency (except auction) and import and export business of key raw materials, electronic components and electronic digital products of new flat panel display devices and supporting products; Provide new display technology development, consulting, inspection and testing services and technology transfer. (for commodities that are not subject to state-owned trade administration, but are subject to quota and license administration, the application shall be handled in accordance with the relevant provisions of the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III shares
Section 1 share issuance
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; For shares of the same class issued at the same time subscribed by any unit or individual, the same price shall be paid per share.
Article 15 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
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 name of the company’s promoters and the number of shares they have subscribed for, the method of capital contribution and the amount of shares they have issued
Name of sponsor number of shares subscribed (10000 shares) shareholding ratio (%) mode of contribution time of contribution
Kunshan Guochuang Investment Group Co., Ltd. 15 Xiamen 35.Com Technology Co.Ltd(300051) net assets converted into shares August 23, 2019
Infovision optoelectronics 14700049 net assets converted into shares August 23, 2019 Holdings Limited
Total 3 Ping An Bank Co.Ltd(000001) 00————
Article 18 the total number of shares of the company is 3333333400 shares, all of which are ordinary shares.
Article 19 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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 20 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 21 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 22 a company shall not acquire its own shares, except under any 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 23 a company may purchase its shares by means of public centralized trading, or by other means 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 22 of the articles of association, it shall be conducted through public centralized trading.
Article 24 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 22 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 22 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 paragraph 1 of Article 22 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 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.
Section 3 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 that have been 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 term of office, 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 one 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.
Article 28 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, and other circumstances stipulated by the CSRC, the sale of the shares is not subject to the six-month time limit.
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 paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Shareholders section I
Article 29 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.
Article 30 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 31 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 32 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, it shall provide the company with proof of the type and number of shares it holds
