Three’S Company Media Group Co.Ltd(605168)
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business 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 20 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system 39 section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements 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 amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Three’S Company Media Group Co.Ltd(605168) (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 The articles of association are formulated in accordance with the relevant provisions of laws and regulations and other normative documents. Article 2 the company is a joint stock limited company established by all promoters in accordance with the company law and other relevant provisions, which is changed by Xi’an Three’S Company Media Group Co.Ltd(605168) information and Communication Co., Ltd. as a whole. The company was registered in the high tech branch of Xi’an market supervision and Administration Bureau and obtained a business license with a unified social credit code of 91610131742837256p.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 17266700 ordinary shares in RMB to the public for the first time on March 31, 2020, and was listed on Shanghai Stock Exchange on May 28, 2020.
Article 4 registered name of the company:
Chinese Name: Three’S Company Media Group Co.Ltd(605168)
English Name: three ` s company Media Group Co., Ltd
Article 5 domicile of the company: room 302B, block C, city gate, Tangyan South Road, high tech Zone, Xi’an City, Shaanxi Province
Postal Code: 710075
Article 6 the registered capital of the company is RMB 69.6778 million.
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 their subscribed shares, 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.
Article 11 other senior managers mentioned in the articles of association refer to the Secretary of the board of directors, deputy general manager and chief financial officer of the company.
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 business scope
Article 13 the company’s business purpose: to build a leading comprehensive campus operation service provider in China, face the youth and walk with the future.
Article 14 after being registered according to law, the business scope of the company is as follows:
General items: advertising design and agency; Advertising production; Advertising release (non radio, television and newspaper publishing units); Graphic Artist Designer; Consulting services (excluding licensed information); Corporate image planning; Market Research; Conference and exhibition services; Project planning and public relations services; Organize cultural and artistic exchange activities; Sales of electronic products; Sales of communication equipment; Retail of computer software, hardware and auxiliary equipment; Manufacturing of computer software, hardware and peripheral equipment; Leasing of computer and communication equipment; Information system integration service; Computer system services; Information system operation and maintenance services; Mechanical equipment leasing; Sales of special teaching instruments; Sales of teaching models and teaching aids; Furniture sales. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Licensed projects: Class II value-added telecommunications services; Acting agent. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
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 principle of fairness and impartiality, and each share of the same kind shall
When have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or unit
The same price shall be paid per share for the shares subscribed by the bidder.
Article 17 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 18 the shares issued by the company shall be registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Centralized deposit.
Article 19 all the promoters of the joint stock company shall be based on the audit confirmation of the limited company on September 30, 2014
The net asset value is 35402970.96 yuan, which is converted into the share capital of the joint stock company at the ratio of 1.011513456:1
Ten thousand yuan.
The par value of each share is 1 yuan, totaling 35 million shares, which are held by the seven promoters of the company in accordance with their respective positions in the limited company
Holding a corresponding amount of shares in proportion to its capital contribution.
The number of shares subscribed and shareholding ratio of the company’s promoters and promoters are as follows:
Serial number shareholder name / name contribution method subscribed shares (10000 shares) shareholding ratio (%) contribution time
1 Qian Jundong’s net assets 601.65 17.19 December 2, 2014
2. Net assets of Cui Lei 261.10 7.46 December 2, 2014
Xi’an Duoduo Investment Management Co., Ltd. has net assets of 1371.30 39.18 on December 2, 2014
Xi’an Zhongxing Investment Management Co., Ltd. has a net asset of 618.45 17.67, which was limited to 4 partnerships on December 2, 2014
Hefei iFLYTEK Digital Technology Co., Ltd. has net assets of 157.50 4.50 on December 2, 2014
Beijing Ruixiang venture capital net assets 350.00 10.00 December 2, 2014 6 heart (limited partnership)
Serial number shareholder name / name contribution method subscribed shares (10000 shares) shareholding ratio (%) contribution time
7. Net assets of fan Xinghong 140.00 4.00 December 2, 2014
Total – 3500.00 100.00 –
Such net assets have been audited and evaluated, and the capital contribution of the promoters shall be paid in full at the time of the establishment of the company.
Article 20 the total number of shares of the company is 69.6778 million, all of which are ordinary shares.
Article 21 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 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company shall be approved by the shareholders
The general assembly has adopted resolutions to increase capital in the following ways:
(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 company shall reduce its registered capital in accordance with the
And other relevant provisions and the procedures stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, except under any 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 accept the company due to their objection to the resolution on the merger and division of the company made by the general meeting of shareholders
Purchase its shares;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. Where the company purchases the shares of the company in accordance with the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, 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 3 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 that have been 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 above-mentioned personnel shall not transfer their shares of the company within half a year 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, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and 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
