Zhuhai Bojay Electronics Co.Ltd(002975) articles of Association
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section 2 sponsors, number of shares subscribed, shareholding ratio and mode of capital contribution three
Section III increase, decrease and repurchase of shares three
Section IV 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-four
Section 1 Directors twenty-four
Section 2 independent directors twenty-seven
Section III board of Directors thirty-one
Section IV Secretary of the board of Directors thirty-six
Section V general manager and other senior managers 37 Chapter VI board of supervisors thirty-nine
Section I supervisors thirty-nine
Section II board of supervisors Chapter VII 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 VIII notices and announcements forty-seven
Section I notice forty-seven
Section II announcement Chapter IX 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 X Party building work Chapter XI dispute resolution Chapter XII amendment of the articles of Association 52 Chapter XIII Supplementary Provisions fifty-two
Zhuhai Bojay Electronics Co.Ltd(002975) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhuhai Bojay Electronics Co.Ltd(002975) (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company, 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 stock listing rules of Shenzhen Stock Exchange, the guidelines for the articles of association of listed companies and other relevant laws and regulations The articles of association are formulated in accordance with the provisions of normative documents.
Article 2 the company is a joint stock limited company initiated and established in accordance with the company law and other relevant provisions. The company was changed from Zhuhai Bojie Electronics Co., Ltd. to a joint stock limited company, and all the creditor’s rights and debts of the original limited liability company were inherited by the changed joint stock company.
The company is established by way of sponsorship; Registered with Zhuhai Administration for Industry and Commerce and obtained a business license. The unified social credit code is 91440400775088415f.
Registered name: Zhuhai Bojay Electronics Co.Ltd(002975)
English name of the company: Zhuhai bojay Electronics Co., Ltd
Company domicile: 1st floor – 1st, 2nd, 3rd and 4th floors, No. 10 Futian Road, Xiangzhou District, Zhuhai
Postal Code: 519070
Registered capital: RMB 13937866 million
Article 3 the company issued 17366700 ordinary shares in RMB to the public for the first time on November 27, 2019 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2019] No. 2573 document, and was listed on Shenzhen Stock Exchange on February 5, 2020 with the approval of Shenzhen stock exchange SZS [2020] No. 69 document.
Article 4 the company is a permanent joint stock limited company.
Article 5 the chairman of the company is the legal representative of the company.
Article 6 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 7 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, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 8 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 other personnel recognized as “senior managers” by the board of directors.
Chapter II business purpose and scope
Article 9 the company’s business purpose is to create value for customers, opportunities for employees and benefits for shareholders.
Article 10 the business scope of the company includes: R & D, production and sales of electronic test equipment and industrial automation equipment, maintenance, upgrading (testing) of relevant equipment and relevant business and technical services, production and leasing of intelligent manufacturing products.
The specific business scope shall be subject to the business license issued by the company registration authority.
Chapter III shares
Section 1 share issuance
Article 11 the shares of the company shall be in the form of shares.
Article 12 the total number of shares of the company is 13937866.
Article 13 all shares of the company are ordinary shares in RMB.
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 same amount shall be paid for each share subscribed by any unit or individual.
Article 15 the par value of the shares issued by the company is RMB 1 per share.
Article 16 the company or its branches and 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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Section 2 promoters, number of shares subscribed, shareholding ratio and mode of capital contribution
Article 18 the establishment method of the company is initiation.
Article 19 the name, capital contribution, number of shares subscribed, shareholding ratio, mode of capital contribution and time of capital contribution of the sponsors are shown in the following table:
Shareholder’s name / subscribed capital contribution paid in capital contribution number of shares shareholding ratio capital contribution method capital contribution time name (10000 yuan) (10000 shares) (%)
Wang Zhaochun 16201620162032.40 net assets converted into shares January 17, 2018
Fulin 12151215121524.30 net assets converted into shares January 17, 2018
Chengjun 810810 16.20 net assets converted into shares January 17, 2018
Chen Jun 405 8.10 net assets converted into shares January 17, 2018
Zeng Xianzhi 225 4.50 net assets converted into shares January 17, 2018
Wang Kai 225 4.50 net assets converted into shares January 17, 2018
Zhuhai Hengqin Bohang
Investment consulting enterprise 200 4.00 net assets converted into shares January 17, 2018 (limited partnership) Zhuhai Hengqin Expo
Investment consulting enterprise 150 3.00 net assets converted into shares January 17, 2018 (limited partnership) Zhuhai Hengqin Bowang
Investment consulting enterprise 150 3.00 net assets converted into shares January 17, 2018 (limited partnership)
Total 5 Tcl Technology Group Corporation(000100) .00————
Section III 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 with the resolution of the general meeting of shareholders and the approval of the relevant competent authorities of the state:
(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 law and approved by the CSRC.
The company’s capital increase and issuance of new shares shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 21 according to the provisions of the articles of association, 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) necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests;
(VII) other circumstances permitted by laws and administrative regulations.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 23 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 22 of the articles of association, it shall be carried out in a public centralized manner.
Article 24 the company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 22 of the articles of association 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 22 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 22 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 six 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.
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.
Section 4 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 that have been 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.
Article 28 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 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 one 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 29 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company and the company
