Suzhou Veichi Electric Co.Ltd(688698) articles of Association
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 twelve
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-five
Section 1 Directors twenty-five
Section 2 independent directors twenty-eight
Section III board of Directors thirty-one
Section IV Secretary of the board of Directors 36 Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors thirty-nine
Section I supervisors thirty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-two
Section I financial accounting system forty-two
Section II Internal Audit forty-six
Section III appointment of accounting firm 47 Chapter IX notices and announcements forty-seven
Section I notice forty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase and capital reduction forty-eight
Section 2 dissolution and liquidation 49 Chapter XI amendment of the articles of Association 51 Chapter XII Supplementary Provisions fifty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Suzhou Veichi Electric Co.Ltd(688698) (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 (hereinafter referred to as the company) established in accordance with the company law and other relevant laws and regulations. The company was established by Suzhou Suzhou Veichi Electric Co.Ltd(688698) Equipment Technology Co., Ltd. in the form of overall change, registered with Suzhou administrative examination and approval Bureau and obtained a business license. The unified social credit code is 91320506079946869p.
Article 3 with the approval of China Securities Regulatory Commission on December 1, 2020, the company issued 45 million RMB common shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on December 29, 2020.
Article 4 registered name of the company: Suzhou Veichi Electric Co.Ltd(688698)
Full English Name: Suzhou veichi Electric Co., Ltd
Article 5 domicile of the company: No. 1000, Songjia Road, Guoxiang street, Wuzhong Economic and Technological Development Zone, Suzhou
Postal Code: 215000
Article 6 the registered capital of the company is RMB 180 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 the registered capital of the company is 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 company’s deputy general manager, the Secretary of the board of directors, the person in charge of Finance and other senior managers determined by the board of directors.
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 business purpose of the company is to independently carry out production and operation in accordance with relevant laws and regulations, continuously improve the operation and management level of the enterprise and the core competitiveness of products, maximize the shareholders’ rights and interests and the value of the company, and create good economic and social benefits.
Article 14 after registration according to law, the business scope of the company is: R & D, production and sales: electrical equipment, complete sets of electrical control equipment, photovoltaic system control equipment, distribution switch control equipment, industrial automation equipment, industrial Siasun Robot&Automation Co.Ltd(300024) , electric welding machine, electromechanical equipment, mechanical equipment, electronic products and metal products; R & D, design and sales of intelligent control software and system integration; Self support and agency of import and export business of various commodities and technologies. (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 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1.00. Article 18 the shares issued by the company shall be registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Registration and centralized deposit.
Article 19 name of the company’s promoters and the number of shares subscribed, shareholding ratio and capital contributor
The type and time of contribution are as follows:
Sequence shareholder name shareholding amount shareholding proportion contribution form contribution time
No. (10000 shares) (%)
1. Shenzhen Suzhou Veichi Electric Co.Ltd(688698) Co., Ltd
1250000 925926 net assets June 18, 2019 company
2 Suzhou jinhaocheng investment partnership
500.00 3.7037 net assets June 18, 2019 enterprise (limited partnership) 3 Suzhou jinzhicheng investment partnership
500.00 3.7037 net assets June 18, 2019 enterprise (limited partnership)
Total 1350000 1000000 —-
Article 20 the current total number of shares of the company is 180 million, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not use gifts, advances
Provide any assistance to those who purchase or intend to purchase shares of the company in the form of guarantee, compensation or loan.
Section II increase, decrease and repurchase of shares
Article 22 according to the needs of operation and development and the provisions of laws and regulations, the company shall be approved by the shareholders’ meeting
The board of directors makes a resolution to increase the capital in the following ways:
(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 23 the company may reduce its registered capital. The company shall reduce its registered capital in accordance with the company law
And other relevant provisions and procedures stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, 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) 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.
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; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
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 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.
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 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.
The articles of association may make other restrictive provisions on the transfer of the shares of the company held by the directors, supervisors and senior managers of the company.
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 or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
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 30 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 31 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 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 32 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 in accordance with laws, administrative regulations and the articles of association
