Aoshikang Technology Co.Ltd(002913)
constitution
April 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
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 seventeen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors 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-one
Section I financial accounting system forty-one
Section 2 profit distribution forty-two
Section III internal audit forty-six
Section IV appointment of accounting firm 46 Chapter IX notices and announcements 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-one
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 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions.
The company is established by all shareholders of Aoshikang Technology Co.Ltd(002913) Technology (Yiyang) Co., Ltd. as the initiator, and is initiated by the overall change of net asset value converted into shares confirmed by the audit of the original Aoshikang Technology Co.Ltd(002913) Technology (Yiyang) Co., Ltd.
The company is registered with Yiyang Administration for Industry and commerce, and the unified social credit code is 914309006735991422.
Article 3 with the approval of China Securities Regulatory Commission on November 3, 2017, the company issued 36013000 ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on December 1, 2017.
After the listing of the company’s shares is terminated (except for active delisting), the company’s shares will be transferred into the national small and medium-sized enterprise share transfer system.
Article 4 registered name of the company: Aoshikang Technology Co.Ltd(002913)
English Name: aoshikang Technology Co., Ltd
Company domicile: Longtang village, Changchun Industrial Park, Ziyang District, Yiyang City, Hunan Province
Postal Code: 413000
Article 5 the registered capital of the company is RMB 160960968.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 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 10 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.
Chapter II business purpose and scope
Article 11 the company’s business purpose: fairness, teamwork, innovation and detail.
Article 12 after being registered according to law, the business scope of the company: R & D, production and sales of high-density interconnection laminates, multilayer flexible boards, rigid flex printed circuit boards and packaging carrier boards, preparation of projects, import and export of goods, and ordinary road cargo transportation (except for projects prohibited by laws and administrative regulations; projects restricted by laws and administrative regulations can be operated only after obtaining licenses).
Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of registered 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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 15 all the shares issued by the company are ordinary shares, with a par value of RMB 1 per share.
Article 16 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “securities registration authority”).
Article 17 the names of the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
Subscription shares
Serial No. shareholding ratio of sponsor contribution method contribution time (share)
1. Shenzhen Beidian investment 80 million 80% of net assets converted into shares company established time Capital Co., Ltd
2. Cheng Yong 100 Ping An Bank Co.Ltd(000001) 0% of net assets converted into shares when the company was established
3. Hebo 100 Ping An Bank Co.Ltd(000001) 0% of net assets converted into shares when the company was established
Total 1000 Ping An Bank Co.Ltd(000001) 00% —
Article 18 the total number of shares of the company is 160960968, and all shares are ordinary shares.
Among them, 36013000 ordinary shares are approved to be issued to the public for the first time, accounting for 22.37% of the total shares of the company; The promoters hold 111000000 shares, accounting for 68.96% of the total shares of the company. 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 prescribed by laws, administrative regulations and approved by 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 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) 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 23 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where a company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 22, it shall be carried out through public centralized trading.
Article 24 Where the company repurchases shares due to items (I) and (II) of Article 22 of the articles of association, the board of directors shall, after deliberation and approval, adopt a resolution of the general meeting of shareholders and more than two-thirds of the voting rights held by the shareholders present at the meeting. If the company repurchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 22, it shall be adopted by the resolution of the board meeting attended by more than two-thirds of the directors.
If it falls under item (I) of Article 22, 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 case of repurchasing shares under the circumstances of items (III), (V) and (VI) of Article 22, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company; It shall also transfer or cancel the shares within three years after the disclosure of the repurchase results and the announcement of share changes.
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 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 (including preferred 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 number of shares of the same type 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 proportion of the company’s shares held by the directors and senior managers who have been listed on the stock exchange shall not exceed 50% of the total number of the company’s shares and senior managers who have been listed on the stock exchange within 12 months.
Article 28 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after they buy them, or buy them again within 6 months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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 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;
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