Wuxi Lead Intelligent Equipment Co.Ltd(300450)
constitution
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders' meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section 2 independent directors
Section III board of directors
Section IV Special Committees of the board of directors Chapter VI general manager and other senior managers 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 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Wuxi Lead Intelligent Equipment Co.Ltd(300450) (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 established in accordance with the company law and other relevant provisions.
The company was approved by the Department of Commerce of Jiangsu Province with the "Su Shang Zi [2011] No. 1644" reply on Approving the change of Wuxi forerunner automation equipment Co., Ltd. into a foreign-invested joint stock company, and was wholly changed and established by Wuxi forerunner automation equipment Co., Ltd., registered with Wuxi Administration for industry and Commerce and obtained the business license of enterprise legal person, Unified social credit Code: 91320200735716149r. On July 27, 2015, the company agreed to change its name to " Wuxi Lead Intelligent Equipment Co.Ltd(300450) " after deliberation and approval at the third extraordinary general meeting of shareholders in 2015. In view of the fact that Ziying International Co., Ltd., the overseas legal person shareholder of the company, completed the reduction of its shares on August 17, 2016, the nature of the company was changed from a foreign-invested joint stock limited company to a joint stock limited company.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on April 23, 2015, the company issued 17 million RMB ordinary shares to the public in China for the first time, and was listed on the gem of Shenzhen Stock Exchange on May 18, 2015.
If the listing of the company's shares is terminated, the company's shares shall enter the national share transfer system for small and medium-sized enterprises to continue trading. Unless otherwise provided by laws, regulations, departmental rules and national policies, the provisions of this paragraph shall not be modified.
Article 4 registered name of the company: Wuxi Lead Intelligent Equipment Co.Ltd(300450)
English name of the company: Wuxi lead intelligent equipment Co., Ltd
Article 5 company domicile: No. 20, Xinxi Road, Xinwu District, Wuxi City, Jiangsu Province (business place: No. 18, Xinzhou Road, Xinwu District, Wuxi City)
Postal Code: 214028
Article 6 the registered capital of the company is 1563766329 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, 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 The term "other senior managers" as mentioned in the articles of association refers 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 the business purpose of the company is to carry out business within the approved business scope of the company in combination with the advantages of each party in technology, management, operation and marketing, so as to obtain good economic benefits and satisfactory return on investment.
Article 13 after registration according to law, the business scope of the company: manufacturing of special equipment (excluding manufacturing of licensed professional equipment); Manufacturing and sales of special electronic equipment; Software development, artificial intelligence application software development; Industrial design services; Information consulting services (excluding licensing information consulting services) and information technology consulting services; Goods import and export, import and export agency.
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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is 1 yuan.
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 a joint stock limited company established by Wuxi pilot automation equipment Co., Ltd. The promoters (shareholders) and share capital structure at the time of establishment of the company are as follows:
Serial number initiator (shareholder) name subscribed shares (shares) shareholding ratio
1 Wuxi forerunner Investment Development Co., Ltd. 27591000 54.10%
2 Wuxi Jiading Investment Co., Ltd. 8624100 16.91%
3 Shanghai Qijia equity investment partnership (limited partnership) 4671600 9.16%
4 Wuxi pilot capacitor equipment factory 3621000 7.10%
5 Tianjin pengxuan equity investment fund partnership (limited partnership) 26265000 5.15%
6 Ziying International Co., Ltd. 1728900 3.39%
7 Shanghai Xingye Venture Capital Co., Ltd. 1550400 3.04%
8 Shanghai Yimei equity investment management partnership (limited partnership) 586500 1.15%
Total 51000000 100.00%
Article 19 the total number of shares of the company is 1563766329 shares, all of which are RMB ordinary shares (A 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
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 competent authorities.
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) 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 purchase the shares of the company.
Article 24 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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 23, if it falls under 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; 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 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares 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.
When transferring the shares of the company held by the sponsors, in addition to complying with the provisions of the articles of association, they shall also comply with the provisions on share transfer in the relevant agreements signed between them and the company, and shall comply with the relevant laws, administrative regulations, departmental rules, normative documents and relevant provisions of regulatory authorities at the time of share transfer.
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 tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 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; If the company applies for resignation within 6 months from the date of listing of the company's initial public offering, it shall not transfer its directly held shares of the company within 18 months from the date of reporting resignation; If the company applies for resignation from the 7th month to the 12th month from the date of listing of the company's initial public offering of shares, it shall not transfer the principal directly held by it within 12 months from the date of reporting resignation
Article 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. If a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company. If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 the company holds the general meeting of shareholders, distributes dividends, liquidates and engages in other activities that need to be confirmed
