Suzhou Huaya Intelligence Technology Co.Ltd(003043) articles of Association
April 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
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-three
Section 1 Directors twenty-three
Section 2 independent directors twenty-six
Section III board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-three
Section III appointment of accounting firm Chapter IX notices and announcements forty-four
Section I notice forty-four
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-eight
Suzhou Huaya Intelligence Technology Co.Ltd(003043) articles of Association
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 provisions.
Article 2 Suzhou Huaya Intelligence Technology Co.Ltd(003043) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by way of initiation, registered with Suzhou administration for Industry and commerce, obtained the business license, and the unified social credit code is 91320507713232645k.
Article 3 with the approval of Document No. 548 of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on February 22, 2021, the company issued 20 million RMB common shares (A shares) to the public for the first time, and was listed on Shenzhen Stock Exchange on April 6, 2021.
Article 4 registered name of the company
Full Chinese Name: Suzhou Huaya Intelligence Technology Co.Ltd(003043)
Full English Name: Suzhou Huaya Intelligence Technology Co., Ltd
Article 5 domicile of the company: No. 58, Chunxing Road, Caohu Industrial Park, Xiangcheng Economic Development Zone, Suzhou
Postal Code: 215143
Article 6 the registered capital of the company is 80 million yuan. The total number of shares of the company is 80000000, all of which are ordinary shares.
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 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 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 shall be legally binding on 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 senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and chief operating officer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: take quality as the core, take the market as the guidance, constantly innovate and develop business; Take science and technology as the driving force to build the core competitiveness of the company’s brand; Based on benefits, it will bring sustained and stable growth returns to shareholders.
Article 13 after registration according to law, the business scope of the company: R & D, production and sales: precision metal structural parts, precision assembly parts, semiconductor equipment and instruments, rail transit equipment and supporting devices, digital special equipment and its supporting devices, operating room auxiliary devices and supporting devices, rehabilitation equipment, power electronic device devices, electronic special equipment, instruments and tools, key parts of new vehicles, Key supporting parts and testing instruments of new communication equipment, intelligent welding equipment and supporting devices, intelligent industrial control components and control systems, intelligent Internet of things products. 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 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; 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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is a joint stock limited company established by Suzhou Huaya telecommunication equipment Co., Ltd. in accordance with the law. At the time of establishment of the company, nine natural person initiators, including Wang Cainan, Wang Chunyu, Lu Qiaoying, Wang Xuejun, Han Xupeng, Wang Xiaogang, Jin Jianxin, Lu Xinglong and Wang Shuinan, and one partnership legal person of Suzhou chunyuxin investment consulting service partnership (limited partnership), were invested in the company with the audited net assets of Suzhou Huaya Telecom Equipment Co., Ltd. as of August 31, 2016.
When the company was established, the total number of shares was 60 million, all of which were ordinary shares, with an amount of RMB 1 per share. The amount of shares subscribed by each promoter is as follows:
Serial number name or name of initiator number of subscribed shares shareholding ratio
1 Wang Cainan 327254.55%
2 Lu Qiaoying 26765654.46%
3. Chunyuxin investment consulting service partnership 545 9.09%
4 Wang Chunyu 90 Ping An Bank Co.Ltd(000001) 5.00%
5 Wang Xuejun 20557333.43%
6 Han Xupeng 20557333.43%
7 jinjianxin 16445872.74%
8 Wang Xiaogang 16445872.74%
9 Lu Xinglong 13704892.28%
10 Wang Shuinan 13704892.28%
Total 600 Ping An Bank Co.Ltd(000001) 00%
Article 19 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 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 stipulated by laws, administrative regulations and approved by the competent government departments.
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the changes in the company’s share capital caused by the conversion shall be handled in accordance with the provisions of laws, administrative regulations, departmental rules and other relevant documents and the provisions of the company’s statement on the offering of convertible corporate bonds.
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 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 23 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where a company acquires its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 22, it shall do so through public centralized trading.
Article 24 the company’s acquisition of shares of the company due to items (I) and (II) of Article 22 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 the reasons in items (III), (V) and (VI) of Article 22 of the articles of association may be reviewed and approved by the board meeting 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 Article 22 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 three years. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company’s shares, as well as other shareholders holding shares before the company’s initial public offering and non-public offering shares of the company, who transfer their shares of the company, shall not violate laws, administrative regulations and the provisions of the CSRC on holding period, selling time, selling quantity, selling method, information disclosure, etc, And shall abide by the business rules of Shenzhen Stock Exchange.
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 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; Book held
