Beijing Haitian Ruisheng Science Technology Ltd(688787)
constitution
February 2022
Beijing Haitian Ruisheng Science Technology Ltd(688787)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Haitian Ruisheng Science Technology Ltd(688787) (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 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established with all the shareholders of the former Beijing Beijing Haitian Ruisheng Science Technology Ltd(688787) Technology Co., Ltd. as the sponsors, and the overall change of the net assets of the former Beijing Beijing Haitian Ruisheng Science Technology Ltd(688787) Technology Co., Ltd. was registered with Haidian Branch of Beijing Administration for Industry and Commerce and obtained a business license.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 13, 2021, issued 10.7 million ordinary shares in RMB to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on August 13, 2021.
Article 4 registered name of the company: Beijing Haitian Ruisheng Science Technology Ltd(688787)
Article 5 company domicile: 4-801, No. 28, Chengfu Road, Haidian District, Beijing, postal code: 100083. Article 6 the registered capital of the company is 42.8 million yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it can adopt a resolution on the matters that need to modify the articles of association after the resolution on the increase or decrease of registered capital is passed by the general meeting of shareholders, and explain that it authorizes the board of directors to go through the registration procedures for the change of registered capital.
Article 7 the business term of the company is 30 years, from May 11, 2005 to May 10, 2035. 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 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. Disputes among shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, it shall be settled through litigation.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, the Secretary of the board of directors, the person in charge of Finance and the technical director.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose: take “customer first, win-win cooperation, innovation and common growth” as the business philosophy of the enterprise. Through continuous R & D investment, technological innovation and organizational development, it has become the world’s leading provider of artificial intelligence data resources and services.
Article 14 after being registered according to law, the business scope of the company includes: technology development, technology service, technology consultation, technology transfer and technology promotion; Sales of computers and software; Import and export of goods and technology; Rent office space.
According to its own development capacity and business needs, the company may adjust its business scope and set up branches at home and abroad with the approval of the company registration authority.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is established, the promoters of the company shall subscribe for the shares of the company by converting the net assets corresponding to the equity of the original Beijing Beijing Haitian Ruisheng Science Technology Ltd(688787) Technology Co., Ltd. held by them into shares, and the registered capital at the time of the establishment of the company shall be fully paid up at the time of the establishment of the company. At the time of establishment of the company, the promoters and the number of shares they subscribed for, the proportion in the total share capital, the mode and time of capital contribution are as follows:
Percentage of the company’s establishment at the time of establishment
Sequence: the total shares subscribed by the name of the initiator immediately, the time of capital contribution, the proportion of capital contribution number
(10000 shares) (%)
1 He Lin 866.9725 28.8991 November 9, 2017 net assets converted into daily shares
2 Beijing zhongruian Investment Co., Ltd. 495.4128 16.5138 November 9, 2017 net asset discount (limited partnership) shares
3 Beijing Qingde investment center 380.0917 12.6697 November 9, 2017 net assets converted into (limited partnership) shares
4 Tang Difei 357.7982 11.9266 November 9, 2017 net assets converted into daily shares
5 Shanghai Fengwan investment partnership 280.7798 9.3593 November 9, 2017 net assets converted into daily shares of enterprise (limited partnership)
Shanghai Xingfu venture capital management center with net assets converted into 6 on November 9, 2017 (limited partnership of 197.5688 and 6.5856 shares)
7 Beijing zhongruili investment 187.156 6.2385 November 9, 2017 net asset discount (limited partnership) day shares
8 Tianjin Jinxing venture capital 93.578 3.1193 November 9, 2017 net assets converted into daily shares of Co., Ltd
9. Equity investment of Hangzhou ginkgo number 79.4954 2.6499 net assets on November 9, 2017
Capital partnership (limited joint stock)
(partner)
10 Hangzhou Shilan venture capital 61.1468 2.0382 November 9, 2017 net assets converted into daily shares of Co., Ltd
Total 3000 100%——
Article 20 the total number of shares of the company is 42.8 million, and the capital structure of the company is: 42.8 million ordinary shares, without other types of shares.
Article 21 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 22 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 the resolution of 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 23 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 24 the company shall not purchase its own shares. However, except for one of 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 25 a 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 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 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 24, 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 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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.
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 directors, supervisors and senior managers of the company shall not transfer their shares of the company within six months after their resignation.
Article 30 if the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, 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 shares
