Guangzhou Pingao Software Co., Ltd
constitution
February, 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 3 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 the general meeting of shareholders 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 board of Directors Chapter VI senior managers and the company’s incentive and restraint mechanism 40 section 1 senior management Section II performance and performance evaluation Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system 46 section II Internal Audit Section III appointment of accounting firm Chapter IX notice, information disclosure and announcement 52 section I notice fifty-two
Section II information disclosure 53 section III announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI dispute settlement mechanism 57 Chapter XII amendment of the articles of Association 57 Chapter XIII Supplementary Provisions fifty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangzhou Pingao Software Co., Ltd. (hereinafter referred to as “the company” or “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 articles of association are formulated in accordance with 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 by Guangzhou Pingao Software Development Co., Ltd. in accordance with the law, and the original shareholder of Guangzhou Pingao Software Development Co., Ltd. is the initiator of the company; The company is registered with Guangzhou market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91440101745973157w.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on November 11, 2021, issued 28263819 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 December 30, 2021.
Article 4 registered name of the company: Guangzhou Pingao Software Co., Ltd
English name of the company: bingo software Co., Ltd
Article 5 domicile of the company: building G1, No. 17, software Road, Tianhe District, Guangzhou (not for plant use)
Article 6 the registered capital of the company is RMB 113055275.
Article 7 the company is a permanent joint stock limited company with a long-term business term.
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 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with the articles of association of the Communist Party of China. The company shall provide necessary conditions for the party’s organizational activities and give full play to the positive role of the party organization in corporate governance.
Article 11 the articles of association and the articles of association of the company shall have legal binding force on the date when the articles of association and the articles of association of the company become effective. 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 12 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 13 the company implements the development concept of innovation, coordination, green, openness and sharing, actively performs social responsibilities, protects the legitimate rights of shareholders and ensures their fair treatment, respects the basic rights and interests of stakeholders, and effectively improves the overall value of the enterprise.
Article 14 the business purpose of the company is: steady operation and sustainable development; Provide high-quality services for the society and create good benefits for shareholders.
Article 15 after being registered according to law, The business scope of the company is as follows: “information system integration services; computer room maintenance services; technology import and export; electronic components and components manufacturing; computer technology development and technical services; information technology consulting services; goods import and export (excluding franchised and specially controlled goods) ； Wholesale of electronic products; Software development; Research and development of network technology; Wholesale of electronic components; Leasing of computer and communication equipment; Interior decoration and decoration; Intelligent installation engineering services; Design, construction and maintenance of safety technology prevention system; Interior decoration design services; Housing construction; Housing construction engineering design services; Installation engineering services of communication facilities; Lighting system installation; Installation and construction of road signs, road signs and billboards; Installation of communication lines and equipment; Installation of radio, television and signal equipment; Installation service of monitoring system engineering; Electronic automation engineering installation services; Electronic equipment engineering installation services; Building water system installation services; Building drainage system installation services; Installation services of building air conditioning equipment and ventilation system; Professional contracting of electromechanical equipment installation engineering; Decoration, decoration and cleaning in the later stage of construction project; Mechanical and electrical equipment installation services; Installation of special equipment (except elevator and boiler); Value added telecommunications services (the business type shall be subject to the contents specified in the value added telecommunications business operation license) “.
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, with the amount of 1.00 yuan per share.
Article 19 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 20 when the company was established, 69000000 shares were issued to the promoters. On September 25, 2017, the total share capital of the company increased to 74084210 shares, on October 30, 2017, the total share capital of the company increased to 74810510 shares, and on September 29, 2019, the total share capital of the company increased to 84791456 shares; On December 30, 2021, the company was registered with the consent of China Securities Regulatory Commission and issued 24860111 RMB ordinary shares to the public for the first time, and the total share capital of the company increased to 113055275 shares.
All the shares of the company at the time of its establishment shall be subscribed by the promoters. The number of shares subscribed by the promoters of the company is as follows:
Serial number name or name of the initiator subscribed shares (10000 shares)
1 Beijing Shanggao Enterprise Management Co., Ltd. 4711.7506
2 Guangzhou Xusheng enterprise management consulting enterprise (limited partnership) 737.6593
Guangzhou Jingde Partnership Management Co., Ltd
4 Wei Qingru 124.4753
5 Liang Weijie 103.5000
6 Zou Zhijin 191.9432
7 Cai Lili 69.0000
8 he Huifang 34.5000
9 he Huifen 34.5000
10 Yao Qiang 27.6000
11 Guo Xianzheng 41.4000
12 you Zerui 41.4000
13 Cheng Jingjing 20.7000
14 Li ruiwan 20.7000
15 Li WANGJIN 41.4000
16 Luo Guohua 34.5000
Serial number name or name of the initiator subscribed shares (10000 shares)
17 Zhai Jing 18.4415
Total 6900.0000
The promoters of the company contribute with the net assets corresponding to the equity of Guangzhou Pingao Software Development Co., Ltd.
Article 21 the total number of shares of the company is 113055275 shares, all of which are ordinary 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.
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 shall not purchase its own shares. However, except under 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) the 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(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 shall not acquire the shares of the company.
Article 26 a company may purchase its own shares by means of public centralized bidding transactions or by law
