Beijing Ultrapower Software Co.Ltd(300002)
constitution
(revised in February 2022)
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was approved by the notice on Approving the change of Beijing Beijing Ultrapower Software Co.Ltd(300002) Software Co., Ltd. into Beijing Ultrapower Software Co.Ltd(300002) by the economic system reform office of Beijing Municipal People’s Government (Jing Zheng Ti Gai Gu Han [2002] No. 7), and all shareholders of the original Beijing Beijing Ultrapower Software Co.Ltd(300002) Software Co., Ltd. were jointly taken as the sponsors, It was established in the way that the book net assets of the original Beijing Beijing Ultrapower Software Co.Ltd(300002) Software Co., Ltd. were converted into shares for overall change, registered with Beijing Haidian District market supervision administration and obtained a business license. Unified social credit Code: 91110000802090167w. Article 3 with the approval of the China Securities Regulatory Commission on September 20, 2009, the company issued 31.6 million RMB ordinary shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on October 30, 2009.
Article 4 registered name of the company: Beijing Ultrapower Software Co.Ltd(300002)
Full English Name: Beijing Ultrapower Software Co., Ltd
Article 5 company domicile: room 818, floor 8, No. 34, Haidian Street, Haidian District, Beijing, postal code: 100080. Article 6 the registered capital of the company is 1961091984.00 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 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 (also known as “President”, the same below) 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 company’s deputy general manager (also known as “vice president”, the same below), chief operating officer, Secretary of the board of directors and person in charge of finance.
Article 12 the company shall establish a Communist Party organization to 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: according to the law of socialist market economy, give full play to professional advantages, promote the industrialization of scientific and technological achievements, and constantly develop new products that meet the needs of the market, so as to improve economic benefits, labor productivity, maintain and increase the value of assets, and enhance the company’s comprehensive economic strength.
Article 14 after being registered according to law, the business scope of the company: computer software and hardware, comprehensive network management and network system integration, technology development, technical services, technology transfer, technical training and technology promotion in the field of communication equipment; Software development; Software consulting; Application software services; Electronic information technology consulting (excluding intermediaries); Entrust the production of communication equipment; Data processing (except for bank card centers in data processing and cloud computing data centers with pue value above 1.4); Sales of computers, software and auxiliary equipment, communication equipment, household appliances, electronic products and safety technology prevention products; Electronic information technology system engineering design; After sales service of communication equipment; Technology import and export, agency import and export, goods import and export; Renting office space; Internet access service business and Internet data center business in the first category of value-added telecommunications services; Internet information services. (market entities shall independently choose business items and carry out business activities according to law; Internet information services and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies).
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 Shenzhen 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 shares of the original Beijing Beijing Ultrapower Software Co.Ltd(300002) Software Co., Ltd. they hold into shares, and the registered capital shall be fully paid when the company is established. The number of shares subscribed and their promoters are as follows:
Serial no. Name of initiator or number of shares subscribed at the time of establishment of the company
1 Beijing Beijing Ultrapower Software Co.Ltd(300002) Technology Co., Ltd. 16669024 shares
2. Peng Jie 777312 shares
3. Wang Ning 777312 shares
Serial no. Name of initiator or number of shares subscribed at the time of establishment of the company
4 Li Li 777312 shares
5 Qiqiang 475024 shares
6 Zhao Lin 345472 shares
7 Wang Guohua 345472 shares
8. 345472 shares
9 sun Lichao 431840 shares
10 Chen Wei 107960 shares
11. Ni Ming 107960 shares
12 Xianwen 107960 shares
13 Ding Yanchao 107960 shares
14 Wang Xiangwu 107960 shares
15 Xu 107960 shares
Total 21592000 shares
Article 20 the total number of shares of the company is 1961091984, and the capital structure of the company is: 1961091984 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 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as 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 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 the shares for the company’s 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) 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; If the company purchases 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 resolved at the meeting of the board of directors attended by more than two-thirds of the directors of the company.
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 six 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 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 term of office, 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 one 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 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, 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 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 Public
