Aojie Technology Co., Ltd
constitution
(Draft)
December 2020
(effective from the date of initial public offering and listing on the science and Innovation Board)
catalogue
Chapter I General Provisions Chapter II business purpose and business scope of the company Chapter III shares of the company Section 1 issuance of shares of the company Section 2 increase, decrease and repurchase of shares of the company Section 3 transfer of shares of the company Chapter IV shareholders and general meeting of shareholders of the company Section 1 shareholders of the company Section II general provisions of the general meeting of shareholders of the company Section III convening of the general meeting of shareholders of the company Section IV proposal and notice of the general meeting of shareholders of the company Section V convening of the general meeting of shareholders of the company Section VI voting and resolutions of the general meeting of shareholders of the company Chapter V board of directors of the company Section 1 directors of the company Section 2 board of directors of the company Chapter VI general manager and other senior managers of the company Chapter VII board of supervisors of the company Section 1 supervisors of the company Section 2 board of supervisors of the company Chapter VIII Financial Accounting system, profit distribution and audit of the company Section I financial accounting system of the company Section II Internal Audit of the company Section III appointment of accounting firm 39 Chapter IX notices and announcements Section I notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation of the company Section 1 merger, division, capital increase and capital reduction of the company Section 2 dissolution and liquidation of the company Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-four
Aojie Technology Co., Ltd
constitution
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, its shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company established by Aojie Technology (Shanghai) Co., Ltd. in accordance with the company law and other relevant laws and regulations; The company is registered with Shanghai market supervision administration and has obtained a business license with a unified social credit code of 913100003326874787.
Article 3 the company was examined and approved by Shanghai Stock Exchange on [], and the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) made a decision on approval of registration on [], and issued [] million RMB common shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on [].
Article 4 Chinese name of the company: Aojie Technology Co., Ltd
English name of the company: ASR Microelectronics Co., Ltd
Article 5 company domicile: floor 8 (nominal Floor 9) of building 10, No. 399, Keyuan Road, China (Shanghai) pilot Free Trade Zone
Postal Code: 201203
Article 6 the registered capital of the company is RMB [].
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders of the company shall be liable to the company to the extent of the shares they subscribe, and the company shall be liable for the debts of the company to the extent of all its property.
Article 10 from the effective date, the articles of association 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, its shareholders, directors, supervisors and senior managers. According to the articles of association, the shareholders of the company can sue the shareholders, the shareholders of the company can sue the directors, supervisors, general manager and other senior managers of the company, the shareholders of the company can sue the company, and the company can sue the shareholders, directors, supervisors, general manager and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope of the company
Article 12 business purpose of the company: adhering to the values of “people-oriented, honesty based, pragmatic and continuous innovation”, through the way of “encouraging innovation, tolerating trial and error and stimulating potential”, the company is committed to building an efficient and stable professional team, wholeheartedly seeking value for customers, return for shareholders, welfare for employees and nuclear “core” competitiveness for the country, Looking ahead, we will become a world-class chip platform company. Article 13 after registration according to law, the business scope of the company is: technology development, technical services, technology transfer and technical consulting services in the fields of electronics, communications, network engineering and computer science and technology, wholesale and retail of electronic products and equipment, computer software and auxiliary equipment (only branches), import and export, commission agency (except auction) Its related supporting services and investment consulting (except finance and securities). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III shares of the company
Section 1 issuance of shares of the company
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 principle of fairness and impartiality, and each share of the same type 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 same price shall be paid per share for the shares subscribed by any unit or individual.
Article 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1. Article 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the promoters of the company and the number of shares they subscribe for, the shareholding ratio, the mode of capital contribution and the time of capital contribution are as follows:
Name of sponsor / name number of shares subscribed shareholding ratio contribution date (share) form (year / month / day)
1 Tai Po Ka 35242880 11.0134% net assets 2020 / 04 / 30
2 Shanghai Yitai venture capital partnership (limited to partnership on April 30, 2020 with 2759040 0.8622% net assets)
3 fantasy Talent International 5935040 1.8547% net assets 2020 / 04 / 30 Limited
4 innodac (Hong Kong) 5394240 1.6857% net assets 2020 / 04 / 30 Limited
5 Guanying Group Co., Ltd. 5342400 1.6695% net assets 2020 / 04 / 30
6 Peng Qing 2334080 0 0.7294% net assets 2020 / 04 / 30
7 Alibaba (China) Network Technology Co., Ltd. 64557440 20.1742% net assets 2020 / 04 / 30
8 Shenzhen Qianhai Wanrong laterite investment fund 23063040 7.2072% net assets 2020 / 04 / 30 (limited partnership)
9 Shanghai Pudong New Star neustad Venture Capital Co., Ltd. has 22152640 6.9227% net assets 2020 / 04 / 30
10 Yiwu harmony Jinhong equity investment partnership 21110080 6.5969% net assets 2020 / 04 / 30 (limited partnership)
11 Shenzhen Innovation Investment Group Co., Ltd. 13708160 4.2838% net assets 2020 / 04 / 30
12 Fujian Anxin industry investment fund partnership 13083520 4.0886% net assets 2020 / 04 / 30 (limited partnership)
13 Zhang Huai’an 1982720 0 0.6196% net assets 2020 / 04 / 30
14 Hong Kong Wisteria Co., Ltd. 5538240 1.7307% net assets 2020 / 04 / 30
15 Shanghai lianshengchengyuan venture capital partnership 5171200 1.6160% net assets 2020 / 04 / 30 (limited partnership)
16 CLP Huadeng (Chengdu) equity investment center 4677440 1.4617% net assets 2020 / 04 / 30 (limited partnership)
17 chip United (Hong Kong) Co., Ltd. 4677440 1.4617% net assets 2020 / 04 / 30
18 Huangfeng 4410240 1.3782% net assets 2020 / 04 / 30
19 Qingdao Huaxin Chuangyuan venture capital center (limited partnership with 3776640 1.1802% net assets on April 30, 2020)
20 Shanghai wuyuefeng integrated circuit equity investment totaling 7498240 2.3432% of net assets 2020 / 04 / 30 partnership (limited partnership)
21 Shanghai pilot free trade zone phase III equity investment base 3561920 1.1131% net assets 2020 / 04 / 30 gold partnership (limited partnership)
22 Huaxu (Guangzhou) industrial investment fund management 2585600 0.8080% net assets 2020 / 04 / 30 partnership (limited partnership)
23. 1551360 0.4848% of net assets in Longma No. 12 (Shenzhen) venture capital 2020 / 04 / 30 (limited partnership)
24 Longma 10 (Shenzhen) venture capital center 1034240 0.3232% net assets 2020 / 04 / 30 (limited partnership)
25 Jiasheng Fund Management Co., Ltd. 935360 0.2923% net assets 2020 / 04 / 30
26 Ningbo Meishan free trade port area Anchuang yuanzhan equity 2844160 0.8888% net assets 2020 / 04 / 30
Name of sponsor / name number of shares subscribed shareholding ratio contribution date (share) form (year / month / day)
Investment partnership (limited partnership)
27 autumn bloom investments PTE. 5171200 1.6160% net assets 2020 / 04 / 30 Ltd
28 Shanghai wuyuefeng phase II IC equity investment 3749120 1.1716% net assets 2020 / 04 / 30
