Dongguan Aohai Technology Co.Ltd(002993)
constitution
2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
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”), the guidelines for the articles of association of listed companies (hereinafter referred to as the “guidelines for the articles of association”) and other relevant provisions.
Article 2 Dongguan Aohai Technology Co.Ltd(002993) (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 sponsorship, registered with Dongguan market supervision and administration department, obtained a business license, and the unified social credit code is 91441900590133320p.
Article 3 with the approval of the China Securities Regulatory Commission on May 18, 2020, the company issued [45.2] million ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on August 17, 2020.
Article 4 registered name of the company:
Full Chinese Name: Dongguan Aohai Technology Co.Ltd(002993) ;
Full English Name: Dongguan Aohai Technology Co, Ltd.
Article 5 company domicile: No. 6, Zhenlong East Road, jiaoyitang, Tangxia Town, Dongguan City.
Article 6 the registered capital of the company is RMB [235040000].
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 their shares, 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 other shareholders, the company, directors, supervisors, general manager and other senior managers of 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 provide customers with the best charging and storage system solutions, and is determined to be an evergreen enterprise beneficial to mankind and a leader in the intelligent portable energy industry.
Article 14 after being registered according to law, the business scope of the company includes: technical service, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of electronic components; Manufacturing of power electronic components; Manufacturing of computer software, hardware and peripheral equipment; Internet of things equipment manufacturing; Manufacturing of mobile terminal equipment; Manufacturing of communication equipment; Network equipment manufacturing; Manufacturing of mobile communication equipment; Smart home consumer equipment manufacturing; Smart home gateway manufacturing; Manufacturing of other electronic devices; Wholesale of electronic components; Sales of power electronic components; Wholesale of computer software and hardware; Internet of things equipment sales; Sales of mobile terminal equipment; Sales of communication equipment; Network equipment sales; Sales of mobile communication equipment; Sales of smart home consumer equipment; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Technology import and export; Import and export of goods; Non residential real estate leasing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
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 kind
Shares shall have equal 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 all the shares issued by the company are ordinary shares, with a par value of RMB 1 per share.
Article 18 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 19 based on the audited net assets of the limited company, the promoters of the company shall be converted into their shares in the company according to the proportion of capital contribution of each promoter in the limited company. When the promoters of the company initiate the establishment of the company, their shareholding amount and shareholding ratio are:
Serial number name or name of shareholder shareholding amount (10000 shares) shareholding proportion (%) contribution method contribution time
1. Shenzhen Dongguan Aohai Technology Co.Ltd(002993) has 840000 61.95 net assets converted into shares, 2017.6.10 Co., Ltd
2 Liu Lei 240000 17.70 net assets converted into shares June 10, 2017
3 Liu Xu 120000 8.85 net assets converted into shares 2017.6.10
4 Shenzhen Aoyue Investment Co., Ltd. (limited partnership)
5. Converse 360.00 2.65 net assets converted into shares June 10, 2017
6 Shenzhen AoXin Investment Co., Ltd. 200.00 1.48 net assets converted into shares June 10, 2017 (limited partnership)
Total 1356000-100.00-
Article 20 the total number of shares of the company is [235040000], all of which are ordinary shares.
Article 21 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 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, administrative regulations and approved by China Securities Regulatory Commission (hereinafter referred to as “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 shall not purchase its own shares. However, except for one 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 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the China Securities Regulatory Commission.
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.
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 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 24 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 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 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 total number of shares held by the directors and supervisors of the company and the change of their holding of shares in the company shall not exceed 25% each year; 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 within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, 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
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 the same kind of shares enjoy
