Shenzhen Kexin Communication Technologies Co.Ltd(300565)
constitution
January 2022
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI general meeting of shareholders Voting and resolutions Chapter V board of directors section 1 directors section 2 board of directors Chapter VI general manager and other senior managers
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
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 II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation section I merger, division Capital increase and reduction section 2 dissolution and liquidation Chapter 11 amendment of the articles of Association chapter 12 supplementary provisions
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shenzhen Kexin Communication Technologies Co.Ltd(300565) (hereinafter referred to as "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 Shenzhen Kexin Communication Technologies Co.Ltd(300565) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company").
The company is established by Shenzhen Kexin communication equipment Co., Ltd. in accordance with the law, and the original shareholder of Shenzhen Kexin communication equipment Co., Ltd. is the initiator of the company; The company is registered with Shenzhen market supervision administration and has obtained a business license with the business license number of 91440300731133026e.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on October 14, 2016, the company issued 40 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on November 22, 2016. Stock abbreviation: Shenzhen Kexin Communication Technologies Co.Ltd(300565) , stock code: 300565.
Article 4 registered name of the company:
Full Chinese Name: Shenzhen Kexin Communication Technologies Co.Ltd(300565)
Full English Name: Shenzhen Kexin communication technologies Co., Ltd
Article 5 company domicile: Kexin technology building, new energy 1st Road, Baolong street, Longgang District, Shenzhen
Postal Code: 518116
Article 6 the registered capital of the company is RMB 208 million.
Article 7 the company is a permanent joint stock limited company.
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
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 the shares they subscribe, 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 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: adopt advanced technology and scientific operation and management methods, concentrate financial and material resources, carry out product R & D, manufacturing, production and sales of information and communication equipment and related fields, provide communication connection and access supporting equipment and services for Telecom and network operators, constantly launch new products to meet the needs of the latest market and improve product quality, Improve market share and economic benefits, invest in other related projects, create satisfactory investment returns for shareholders, create favorable benefits and broad development space for operators and company employees, and pay greater taxes for the state.
Article 13 after registration according to law, the business scope of the company is: R & D, production, sales and technical services of communication supporting equipment; R & D, production, sales and technical services of optical communication network transmission equipment, wiring equipment, passive optical devices and active optical devices; Research, development, production and sales of communication base stations, power supply products, energy shunt metering, uninterruptible power supply (UPS) and distribution equipment, high and low voltage complete sets of electrical equipment, DC remote power supply system, new energy electric vehicle charging system equipment and supporting equipment, communication batteries, broadcast communication tower masts, etc; R & D, production and sales of various RF devices, antennas (excluding restricted items) and other wireless network coverage products; Data machine room, machine room cabinet of data center, PDU, data communication equipment, data center micro module system, supporting products of data center solutions and related integrated R & D, production, sales and technical services, after-sales service and installation services; Communication engineering construction and technical services; Information system design, integration
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
Operation and maintenance; R & D, production and sales of communication testing, monitoring and management equipment and communication construction tools; Development, sales, technical services and achievement transfer of communication software; Design, system integration, implementation and maintenance of communication and communication network system, communication network operation and maintenance information system, power environment monitoring system, pipeline engineering, building intelligence engineering, safety technology prevention engineering and generic cabling engineering (except for projects prohibited by laws, administrative regulations and the State Council, and restricted projects can be operated only after obtaining permission); Information consultation and technical services, sales, installation, commissioning, maintenance and repair of communication equipment, electronic products, radio and television equipment and computer software and hardware; Import and export of goods and technologies (except for items that must be approved before registration as stipulated by laws, administrative regulations and decisions of the State Council); Design, R & D and sales, production, installation and maintenance of precision air conditioning equipment in machine room, base station air conditioning equipment, communication cabinet air conditioning equipment, outdoor cabinet, chiller, HVAC and heat pump equipment, industrial air conditioning; Design, development, production and sales of lithium battery, lead-acid battery and BMS system; Technology development of Internet of things cloud management platform, mobile Internet network platform, big data and cloud computing platform and artificial intelligence platform; R & D, production and sales of products or solutions such as Internet of things module, Internet of things gateway, Internet of things positioning terminal, intelligent well cover, intelligent access control and security system software, video monitoring, smart home gateway and so on; Design, development, production and sales of vehicle electronic products, vehicle networking terminal, GPS navigator, intelligent vehicle equipment, vehicle electronic product hardware and complete machine; Design, R & D and integration, sales, production, installation, maintenance and operation of smart light poles and smart Park solutions; Own property lease; China cargo transportation agency; International cargo transportation agency: booking space and warehousing; Prepare relevant documents, pay freight, settle and deliver miscellaneous expenses; Other international freight forwarding business.
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
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 in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 before the initial public offering of shares to the public, the names of the company's shareholders and promoters, the number of shares subscribed and the shareholding ratio are as follows:
Name / name of sequential shareholder shareholding amount (10000 shares) shareholding proportion (%) No
1 Zhang Fengfeng 2261.77 18.8481
2 Chen dengzhi 2021.34 16.8445
3 Zeng Xianqi 1513.78 12.6148
4 Tang Jian'an 890.46 7.4205
5 Huayudong 756.89 6.3074
6 Wu Xiaobin 632.23 5.2686
7 Zhao yingzi 507.56 4.2297
8 Ouyang Xingtao 320.57 2.6714
9 govenlon 64.80 0.5400
10 Shenzhen zhonghengxing Investment Co., Ltd. 1571.40 13.0950
Shenzhen Everest cornerstone equity investment partnership 11
(limited partnership) 960.00 8.0000
12 Shenzhen hi tech Investment Venture Capital Co., Ltd. 259.20 2.1600
13 Xinjiang Huashang Yingtong Equity Investment Co., Ltd. 240.00 2.0000
Total 12000 100
Article 19 the total number of shares of the company is 208 million, 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
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
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:
(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 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 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) award shares to the employees of the company;
(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;
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
Shenzhen Kexin Communication Technologies Co.Ltd(300565) articles of Association
(III) other methods approved by the CSRC.
Article 25 the company's acquisition of shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 23, if it falls under the circumstances of 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.
The shares of the company purchased by the company in accordance with item (III) of Article 23 will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company's after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 26 the company's shares may be transferred according to law.
Article 27 public
