Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
constitution
April, 2002
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 III 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 firm Chapter IX notice and announcement
Section I notice
Section 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to 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 regulate the organization and behavior of Suzhou Chunxing Precision Mechanical Co.Ltd(002547) (hereinafter referred to as “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 established in accordance with the company law and other relevant provisions.
The company was wholly changed and established by Suzhou Suzhou Chunxing Precision Mechanical Co.Ltd(002547) Co., Ltd., registered with Jiangsu Provincial Bureau of market supervision and obtained a business license with a unified social credit code of 91320000832592061p.
Article 3 the company issued 36 million RMB ordinary shares to the public for the first time on February 9, 2011 with the approval of the document of China Securities Regulatory Commission (zjxk [2010] No. 1667). The company’s public shares were listed on Shenzhen Stock Exchange on February 18, 2011. Article 4 registered name of the company: Suzhou Chunxing Precision Mechanical Co.Ltd(002547)
English name of the company: Suzhou Chunxing Precision Mechanical Co., Ltd. Article 5 company domicile: No. 2, Putian Road, Weiting Town, Suzhou Industrial Park
Postal Code: 215121
Article 6 the registered capital of the company is 1128057168 yuan.
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 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: market-oriented – the requirements of customers always represent the needs of the market; People oriented – talents are the first element of enterprise management and the precious wealth of enterprises; Scientific management – the purpose of management is to improve efficiency, improve quality and create profits; Continuous improvement – what we pursue is technological progress and management innovation.
Article 13 with the approval of the company registration authority, the business scope of the company is: research and development, manufacturing, sales and services of communication system equipment, consumer electronic components and accessories, precision aluminum alloy structural parts for automobile and various precision components; LED chip sales, LED technology development and services, contract energy management; Design, installation and maintenance of lighting engineering, urban lighting and landscape engineering; The import and export business of all kinds of commodities and related technologies including the above products, the import and export business of mechanical equipment and spare parts required by the enterprise’s production, raw and auxiliary materials required for production (except the import and export of commodities and technologies restricted or prohibited by the state), and the lease of self owned houses.
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 by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Article 18 the list of the promoters of the company, the number of shares they subscribed for when the company was established, the method and time of capital contribution are shown in the following table:
Name of sponsor number of shares (shares) mode of contribution time of contribution
Sun Jiexiao 72450000 net assets December 15, 2008
Yuan Jing 8050000 net assets December 15, 2008
Suzhou wuzhongguo Venture Capital Co., Ltd. 9 million net assets December 15, 2008
Suzhou Guorun Venture Capital Development Co., Ltd. 3000000 net assets December 15, 2008
Zhao Dongming 2000000 net assets December 15, 2008
Suzhou Borong investment and Entrepreneurship Management Co., Ltd. 1000000 net assets December 15, 2008
Zhou Yun 1000000 net assets December 15, 2008
Net assets of Zhang Yan 1000000 December 15, 2008
Hulei 500000 net assets December 15, 2008
Zeng Li 500000 net assets December 15, 2008
Gu Jianli 500000 net assets December 15, 2008
Shi Huixiang 200000 net assets December 15, 2008
He Zhengyu 200000 net assets December 15, 2008
Zheng Haiyan 200000 net assets December 15, 2008
Wu Jianjun 100000 net assets December 15, 2008
Zhang Huixin 100000 net assets December 15, 2008
Huang Peicong 100000 net assets December 15, 2008
Wang Shuqiang 50000 net assets December 15, 2008
Yu Bingsheng 50000 net assets December 15, 2008
Article 19 the current total share capital of the company is 1128057168 shares, all of which are ordinary shares.
Article 20 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 21 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 the company shall not purchase its own shares. Except for one of the following circumstances:
(I) reduce the registered capital of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the 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 24 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 purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading. When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 23 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.
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 (except for changes in shares caused by judicial enforcement, inheritance, legacy, legal division of property, etc.); 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. If the regulatory authority has other provisions, such provisions shall prevail.
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 shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include those held by their spouses, parents and children
