Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 38 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
Articles of association of Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd
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"), the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") and other relevant laws, regulations and normative documents.
Article 2 Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd. is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company").
The company is changed from the original Zhejiang Zhejiang Damon Technology Co.Ltd(688360) Co., Ltd. Registered with Zhejiang market supervision and Administration Bureau and obtained a business license. The unified social credit code is 913305007284642118.
Article 3 the company issued 21419150 RMB ordinary shares to the public for the first time on April 22, 2020 with the approval of China Securities Regulatory Commission, and was listed on Shanghai Stock Exchange on June 2, 2020.
Article 4 registered name of the company:
Chinese Name: Zhejiang Damon Technology Co.Ltd(688360) Group Co., Ltd
English Name: Damon Technology Group Co., Ltd
The company is the parent company of the group. Group name: Zhejiang Damon Technology Co.Ltd(688360) group
Article 5 domicile of the company: shangqiang Industrial Zone, Daixi Town, Huzhou City
Postal Code: 313023
Article 6 the registered capital of the company is RMB 85676599.
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 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.
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 company's business purpose is to create competitiveness for the customer's logistics system and become a first-class provider and service provider of global logistics automatic handling equipment.
Article 14 after registration according to law, the business scope of the company: general items: application system integration services in artificial intelligence industry; Basic resources and technology platform of artificial intelligence; Intelligent control system integration; Software development; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Industrial Siasun Robot&Automation Co.Ltd(300024) sales; General equipment manufacturing (excluding special equipment manufacturing); Manufacturing of mechanical and electrical equipment; Sales of intelligent material handling equipment; Sales of intelligent storage equipment; Sales of electrical equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of bearings, gears and transmission parts; Sales of bearings, gears and transmission parts; Packaging services; Loading, unloading and handling; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Non residential real estate leasing; estate management; Warehousing equipment leasing services; Transportation equipment leasing services; Enterprise management consulting. (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed items: import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of 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; Any unit or
The shares subscribed by individuals 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. One yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is invested and established by two limited liability companies as promoters. All promoters contribute by converting the audited book net assets corresponding to their equity held in the original Zhejiang Zhejiang Damon Technology Co.Ltd(688360) Co., Ltd. into shares. The contribution time is December 26, 2013.
The name, basic information, number of shares and shareholding ratio of the initiator are as follows:
No. initiator name unified social credit code shareholding number shareholding ratio contribution time (10000 shares) example (%) mode
330931295871.95936 net assets of Huzhou Investment Consulting Co., Ltd
2 Huzhou Ligu management consulting 91330502671622804t 203.05 11.28 net assets Consultation Co., Ltd. December 26, 2013
Total 180000 100.00————
Article 20 the total number of shares of the company is 85676599, all of which are ordinary shares in RMB.
Article 21 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 22 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 and administrative regulations and approved by the CSRC. Article 23 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 24 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) 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.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
1. The closing price of the company's shares is lower than the net assets per share in the latest period;
2. Within 20 consecutive trading days, the closing price of the company's shares has decreased by 30% in total;
3. Other conditions stipulated by the CSRC.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases 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 carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 24 of the articles of association, it shall be resolved at 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 paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in Item (I), it shall transfer or cancel it 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 3 years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company's shares as the subject matter of the pledge.
Article 29 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 and senior managers of the company shall report the shares of the company held by them and their changes to the company. 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 held by them; 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.
Article 30 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 held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless the 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 securities regulatory authority under the State Council.
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, 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 31 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 32 when the company convenes the 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 shall be the shareholders enjoying relevant rights and interests.
Article 33 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 34 shareholders propose to consult the relevant information mentioned in the preceding article or ask for information
