Shenzhen Minkave Technology Co.Ltd(300506) : articles of Association

Shenzhen Minkave Technology Co.Ltd(300506) articles of Association

January 2022

catalogue

Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four

Section 1 share issuance four

Section II increase, decrease and repurchase of shares six

Section III share transfer Chapter IV shareholders and general meeting of shareholders eight

Section 1 shareholders eight

Section II general provisions of the general meeting of shareholders ten

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 Chapter V board of directors twenty-one

Section 1 Directors twenty-one

Section II board of Directors twenty-four

Section III Special Committee of the board of Directors Chapter VI president and other senior managers Chapter VII board of supervisors twenty-nine

Section I supervisors twenty-nine

Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-one

Section I financial accounting system thirty-one

Section II Internal Audit thirty-five

Section III appointment of accounting firm thirty-five

Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven

Section 1 merger, division, capital increase and capital reduction thirty-seven

Section 2 dissolution and liquidation 38 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty

Chapter I General Provisions

Article 1 in order to safeguard the legitimate rights and interests of Shenzhen Minkave Technology Co.Ltd(300506) (hereinafter referred to as “the company” or “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 the company is a joint stock limited company (hereinafter referred to as the “company”) established in accordance with the company law and other relevant provisions. It is registered with Shenzhen market supervision administration and has obtained a business license. The business license number is 440301103435996.

Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 1, 2016, the company issued 30 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on March 24, 2016. Article 4 registered name of the company:

Full Chinese Name: Shenzhen Minkave Technology Co.Ltd(300506)

Full English Name: Shenzhen minkave Technology Co., Ltd

Article 5 domicile of the company: a2001 (No. 01-06, 20th floor), building 10, Shenzhen Bay science and technology ecological park, No. 10, Gaoxin South ninth Road, high tech Zone community, Yuehai street, Nanshan District, Shenzhen, zip code: 518057.

Article 6 the registered capital of the company is 695596569 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 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers of the company. Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, chief financial officer and Secretary of the board of directors of the company.

Chapter II business purpose and scope

Article 12 the company’s business purpose is to promote the upgrading of urban wisdom and promote people’s spiritual consumption. Article 13 after being registered according to law, the business scope of the company is as follows:

General business items: development of lighting technology, urban lighting environmental art design (excluding restricted projects), environmental guidance planning; Grade I professional contracting of urban, road and lighting engineering, grade a special lighting engineering design; Logo design and engineering installation; Landscape planning and design, architectural design, municipal engineering design; Municipal Engineering, landscaping engineering construction and garden maintenance; Design and construction of indoor and outdoor decoration and decoration works of various buildings; Investment in urbanization construction, planning and design of urban and urban infrastructure, supporting construction, industrial planning and operation; Project investment; Contract energy management; Development, design and sales of LED lamps and lighting lamps, street lamps and lamp poles, LED display screen, Cecep Solar Energy Co.Ltd(000591) photovoltaic system; Development of lighting intelligent control system technology; Production of signs; Purchase and sale of electronic and electrical products and China’s trade; Operate import and export business. (enterprises shall choose their own business items according to law and carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities prohibited and restricted by the industrial policies of this city.) (agree with the registration authority to adjust and standardize the expression of business scope, subject to the registration by the registration authority)

Licensed business items: production of LED lamps and lighting fixtures, street lamps and lamp poles, LED display screen, Cecep Solar Energy Co.Ltd(000591) photovoltaic system; Production of identification. (if the above business scope involves production projects, the site license shall be handled separately, and the production scope shall be operated with the environmental protection license.) (agree with the registration authority to adjust and standardize the expression of business scope, subject to the registration by the registration authority)

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 principle of fairness and impartiality, and each share of the same kind 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 shares of the same class issued at the same time subscribed by any unit or individual, the same price shall be paid 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 in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 the company is wholly changed and established by Shenzhen Shenzhen Minkave Technology Co.Ltd(300506) Urban Lighting Technology Co., Ltd. at the time of establishment, the name of the initiator, the number of shares subscribed, the mode of capital contribution and the time of capital contribution are as follows:

Serial number name / name of initiator number of shares (shares) contribution method contribution time

Cheng Zongyu contributed 60750000 net assets on September 19, 2012

Zhang Jingshi 6750000 net asset contribution September 19, 2012

Zou Xiaojun 3000000 net asset contribution September 19, 2012

Liu Chenglin 3000000 net asset contribution September 19, 2012

Shenzhen daxionfeng Venture Capital Co., Ltd

19.9 million net assets contribution 2012.9.19 limited company

Xu Zelin contributed 1750000 net assets on September 19, 2012

Dai Lei 1622000 net asset contribution September 19, 2012

Liu Donghua contributed 1.500000 net assets on September 19, 2012

Zhongshan Wuyue blue ocean equity investment

1500000 net asset contribution September 19, 2012 (limited partnership)

Suzhou Wuyue Runyuan Equity Investment Co., Ltd

1500000 net asset contribution September 19, 2012 (limited partnership)

Lu Benli’s net asset contribution of 1170000 September 19, 2012

Zhang Huihong contributed 1.15 million net assets on September 19, 2012

Roger 1000000 net asset contribution September 19, 2012

Chen Shouzhong 896000 net asset contribution September 19, 2012

Zheng benrong contributed 600000 net assets on September 19, 2012

Liu Chun contributed 500000 net assets on September 19, 2012

Peng Yinli 260000 net asset contribution September 19, 2012

Song Yi 230000 net asset contribution September 19, 2012

Contribution of 150000 net assets of Weng Zhangting on September 19, 2012

Yang Shangxin 112000 net assets contribution September 19, 2012

Yuan Yan contributed 100000 net assets on September 19, 2012

Hu Guoguo contributed 100000 net assets on September 19, 2012

Li Guicai contributed 100000 net assets on September 19, 2012

Liu Kai contributed 100000 net assets on September 19, 2012

Lin Bo 80000 net asset contribution September 19, 2012

Zhu Jian contributed 60000 net assets on September 19, 2012

Tan Shuchun contributed 40000 net assets on September 19, 2012

Chen Jing contributed 40000 net assets on September 19, 2012

Ye Mimi 20000 net assets contribution September 19, 2012

Li Nana 20000 net asset contribution September 19, 2012

Total 90000000 —-

Article 19 the total number of shares of the company is 695596569, all of which are ordinary shares in RMB.

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 can add notes in the following ways through resolutions made by the general meeting of shareholders

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