Wuhan Jingce Electronic Group Co.Ltd(300567)
constitution
Revised in January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares seven
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders eighteen
Section IV proposal and notice of the general meeting of shareholders nineteen
Section V convening of the general meeting of shareholders twenty-one
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-eight
Section 1 Directors twenty-eight
Section II board of Directors thirty-one
Section III Special Committee of the board of Directors 37 Chapter VI general manager and other senior managers 38 Chapter VII board of supervisors forty
Section I supervisors forty
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-three
Section I financial accounting system forty-three
Section II Internal Audit forty-seven
Section III appointment of accounting firm 47 Chapter IX notices and announcements forty-seven
Section I notice forty-seven
Section II announcement forty-eight
Chapter X 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 XI amendment of the articles of Association 51 Chapter XII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Wuhan Jingce Electronic Group Co.Ltd(300567) (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 guidelines for the articles of association of listed companies and other relevant laws and regulations, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is established by a limited liability company in accordance with the law. The company is currently registered with Wuhan market supervision and Administration Bureau and now holds the business license with the unified social credit code of “91420111783183308c”. Article 3 on October 26, 2016, with the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) “zjxk [2016] No. 2442 document”, the company issued no more than 20 million RMB ordinary shares to the public for the first time, It was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”) on November 22, 2016.
Article 4 registered name of the company:
Chinese Name: Wuhan Jingce Electronic Group Co.Ltd(300567)
English Name: Wuhan jingce Electronic Group Co., Ltd
Article 5 company domicile: No. 22, liufangyuan South Road, Wuhan East Lake New Technology Development Zone
Postal Code: 430205
Article 6 the registered capital of the company is 278129951 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 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 10 according to the needs of production and operation, the company may establish branches or subsidiaries according to law.
Article 11 the employees of the company shall organize the trade union in accordance with the trade union law of the people’s Republic of China, carry out trade union activities and safeguard the legitimate rights and interests of employees. The company shall provide necessary activity conditions for the trade union.
The trade union shall, in accordance with the provisions of the law, organize employees to participate in the democratic decision-making, democratic management and democratic supervision of the company through employee congresses, employee congresses or other forms.
Article 12 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, 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 13 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, the person in charge of Finance and the chief audit officer of the company.
Chapter II business purpose and scope
Article 14 business purpose of the company: the company independently organizes production and operation according to market demand, realizes the common growth of economic and social benefits, and pays taxes and fees according to law.
Article 15 after being registered according to law, the business scope of the company is: research and development of plane display technology; LCD test system, OLED display test system, computer measurement and control system integration, R & D, production, sales and technical services of electromechanical automation equipment; Cecep Solar Energy Co.Ltd(000591) , R & D, production, sales and technical services of lithium battery and other new energy test systems and power test systems; Chip design, R & D, production, sales and technical services of semiconductor test equipment; Relevant measurement and testing services; Import and export of goods and technologies (except those prohibited or restricted by the state); Design, production and sales of electronic products. (for projects subject to examination and approval according to law, business activities can be carried out only after examination and approval by relevant departments).
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the promoters of the company are Peng Qian, Chen Kai, Hu Jun, Ke Changjin, Shen Yafei, Huang Libo, Zhu Jianhua, Wuhan Science and technology innovation Chaoyang Venture Capital Co., Ltd., Hubei Dinglong Taihao Investment Co., Ltd., Guangzhou Bilin health industry investment center (limited partnership), Wuhan Jingzhi Investment Center (limited partnership) and Wuhan Jingrui Investment Center (limited partnership). When the company was established, the promoters of the company subscribed for the shares of the company by converting the net assets corresponding to the capital contribution of the original Wuhan Wuhan Jingce Electronic Group Co.Ltd(300567) Technology Co., Ltd. into shares, and their capital contribution has been verified by the capital verification report “Xin Hui Shi Bao Zi (2013) No. 710008” issued by Lixin Certified Public Accountants (special general partnership) on January 22, 2013.
The promoters of the company, the number of shares subscribed, the mode of capital contribution and the shareholding ratio are:
Name of initiator number of shares subscribed (10000 shares) mode of contribution shareholding ratio (%)
Peng Qian 2390.40 net assets 39.84
Chen Kai 1047.60 net assets 17.46
Hu Jun 360.00 net assets 6.00
Ke Changjin 204.00 net assets 3.40
Shen Yafei 144.00 net assets 2.40
Huang Libo 60.00 net assets 1.00
Zhu Jianhua 60.00 net assets 1.00
Guangzhou Bilin Health Industry Investment Co., Ltd
810.00 net assets 13.50
Capital center (limited partnership) Wuhan Jingzhi Investment Center
480.00 net assets 8.00
(limited partnership) Hubei Dinglong Taihao investment
204.00 net assets 3.40
Wuhan Science and Technology Innovation Co., Ltd. Chaoyang Chuang
120.00 net assets 2.00
Industry Investment Co., Ltd. Wuhan Jingrui Investment Center
120.00 net assets 2.00
(limited partnership)
Total 6000.00-100.00
Article 21 the total number of shares of the company is 278129951 shares, which are ordinary shares in the capital structure of the company
278129951 shares, no other classes of shares.
Article 22 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.
Where the directors, supervisors, senior managers, employees or legal persons or other organizations controlled or entrusted by them intend to acquire or obtain control over the company, the company shall disclose the resolutions of the board of Directors voted by non affiliated directors, the resolutions of the general meeting of shareholders voted by non affiliated shareholders and the opinions of independent directors and independent financial advisers. The holding subsidiary of the company shall not acquire the shares issued by the company. If shares are held for special reasons, the situation shall be eliminated within one year. Before elimination, the holding subsidiary of the company shall not exercise voting rights on the shares held by it.
Section II increase, decrease and repurchase of shares
Article 23 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 24 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 25 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) it is necessary for a listed 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 26 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
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. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders.
If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, two-thirds of the shares shall be purchased
