Beijing Tongtech Co.Ltd(300379)
constitution
(revised in March 2022)
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
Section II board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-six
Section III appointment of accounting firm thirty-seven
Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement thirty-eight
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation thirty-nine
Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Tongtech Co.Ltd(300379) (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 in the form of overall change of limited company, registered with Beijing Administration for Industry and Commerce and obtained the business license of enterprise legal person with the registration number of 11010 Rightway Holdings Co.Ltd(600321) 8984.
Article 3 the company issued no more than 15 million new shares on January 8, 2014 with the approval of China Securities Regulatory Commission (zjxk [2014] No. 66). Shareholders of the company may offer no more than 12 million shares to the public, and the total number of shares issued this time shall not exceed 15 million. The company actually issued 12858296 RMB ordinary shares (A shares) in the initial public offering, including 6433181 new shares and 6425115 shares publicly offered by the company’s shareholders (transfer of old shares). After the issuance, the total share capital of the company was 51433181 shares, which was listed on Shenzhen Stock Exchange on January 28, 2014. Article 4 registered name of the company:
Chinese Name: 379
English Name: Beijing Tongtech Co., Ltd
Article 5 domicile of the company: room 311, main building, No. 139, Fengtai intersection, Fengtai District, Beijing (Park).
Postal Code: 100071 Article 6 the registered capital of the company is 458537132 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 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 executive deputy general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company: according to the law of socialist market economy, give full play to professional advantages, promote the industrialization of scientific and technological achievements, provide high-quality products and services for the society, enable the company to achieve the maximum economic and social benefits, and enable all shareholders to obtain reasonable returns.
Article 13 after registration according to law, the business scope of the company: technology promotion; Software services; Sales of computers, software and auxiliary equipment. (those prohibited by laws, administrative regulations and decisions of the State Council shall not be operated; those that are required to be licensed by laws, administrative regulations and decisions of the State Council shall be operated only after being approved by the examination and approval authority and registered by the administrative department for Industry and commerce; those that are not required to be licensed by laws, administrative regulations and decisions of the State Council shall choose their own business projects to carry out business activities.)
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 kind shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share are 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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. If the company’s shares are delisted, they will enter the agent share transfer system to continue trading after the shares are delisted.
The provisions of this paragraph of the articles of association shall not be modified.
Article 18 the promoters of the company are Zhang Qichun, Dhc Software Co.Ltd(002065) , yingfutek Venture Capital Co., Ltd., Yongjin industry (Group) Co., Ltd., Niu Heqing, Zhu Luwei, sun Yaming, Zhu Haidong, Chen Shi, Li Chunqing, Yuan Guangshun, Yang Hua, Zhang Jie, Liu Yijun, Li Xulan, Tong Nanyan, Li Jia, Xu Zhidong, Ye Hong, Zhang Qingbi, Li canfeng, Liu Chuan, Su Guiping Fang Wei, Chen Xu, Xu Shaopu, Zhu man, Ren Yu, Chen Shiying, Li Ming, Li Yanqing, Zhang Shengping, Zhang Xin, Li Xiaogang, Cha Wenyu, Zhu Mulin, Yan Jie, Liu Bangtao, Wu Xueping, Deng Pengfei, Dai Weixing, Yang Wei, Wang Jinxian, Niu Lintao, Xu Hongbo, Fu Dongpu and Luan Yumei. On the establishment date, the company issued 45 million ordinary shares of RMB, accounting for 100% of the total issued ordinary shares of the company, of which: Zhang Qichun subscribed 11227590 shares with net assets, accounting for 249502% of the total share capital Dhc Software Co.Ltd(002065) subscribe 5175000 shares with net assets, accounting for 115000% of the total share capital; Yingfu tech Venture Capital Co., Ltd. subscribed 4743000 shares with net assets, accounting for 105400% of the total share capital; Yongjin industry (Group) Co., Ltd. subscribed 4069485 shares with net assets, accounting for 9.0433% of the total share capital; Niu Heqing subscribed 3181140 shares with net assets, accounting for 7.0692% of the total share capital; Zhu Luwei subscribed 2774475 shares with net assets, accounting for 6.1655% of the total share capital; Sun Yaming subscribed 2665575 shares with net assets, accounting for 5.9235% of the total share capital; Zhu Haidong subscribed 2499615 shares with net assets, accounting for 5.5547% of the total share capital; Chen Shi subscribed 1188000 shares with net assets, accounting for 2.6400% of the total share capital; Li Chunqing subscribed 864315 shares with net assets, accounting for 1.9207% of the total share capital; Yuan Guangshun subscribed 796500 shares with net assets, accounting for 1.7700% of the total share capital; Yang Hua subscribed 728370 shares with net assets, accounting for 1.6186% of the total share capital; Zhang Jie subscribed 648225 shares with net assets, accounting for 1.4405% of the total share capital; Liu Yijun subscribed 609345 shares with net assets, accounting for 1.3541% of the total share capital; Li Xulan subscribed 450000 shares with net assets, accounting for 1.0000% of the total share capital; Tong Nanyan subscribed 411210 shares with net assets, accounting for 0.9138% of the total share capital; Li Jia subscribed 406215 shares with net assets, accounting for 0.9027% of the total share capital; Xu Zhidong subscribed 338940 shares with net assets, accounting for 0.7532% of the total share capital; Ye Hong subscribed 261540 shares with net assets, accounting for 0.5812% of the total share capital; Zhang Qingbi subscribed 199125 shares with net assets, accounting for 0.4425% of the total share capital; Li canfeng subscribed 199125 shares with net assets, accounting for 0.4425% of the total share capital; Liu Chuan subscribed 189990 shares with net assets, accounting for 0.4222% of the total share capital; Su Guiping subscribed 180000 shares with net assets, accounting for 0.4000% of the total share capital; We subscribe 118260 shares with net assets, accounting for 0.2628% of the total share capital; Chen Xu subscribed 106200 shares with net assets, accounting for 0.2360% of the total share capital; Xu Shaopu subscribed 99990 shares with net assets, accounting for 0.2222% of the total share capital; Zhuman subscribed 86760 shares with net assets, accounting for 0.1928% of the total share capital; Ren Yu subscribed 86490 shares with net assets, accounting for 0.1922% of the total share capital; Chen Shiying subscribed 80010 shares with net assets, accounting for 0.1778% of the total share capital; Li Ming subscribed 73755 shares with net assets, accounting for 0.1639% of the total share capital; Li Yanqing subscribed 62415 shares with net assets, accounting for 0.1387% of the total share capital; Zhang Shengping subscribed 58500 shares with net assets, accounting for 0.1300% of the total share capital; Zhang Xin subscribed 49995 shares with net assets, accounting for 0.1111% of the total share capital; Li Xiaogang subscribed 49995 shares with net assets, accounting for 0.1111% of the total share capital; Cha Wenyu subscribed 49995 shares with net assets, accounting for 0.1111% of the total share capital; Zhu Mulin subscribed 40005 shares with net assets, accounting for 0.0889% of the total share capital; Yan Jie subscribed 31455 shares with net assets, accounting for 0.0699% of the total share capital; Liu Bangtao subscribed 25920 shares with net assets, accounting for 0.0576% of the total share capital; Wu Xueping subscribed 22500 shares with net assets, accounting for 0.0500% of the total share capital; Deng Pengfei subscribed 22500 shares with net assets, accounting for 0.0500% of the total share capital; Dai Weixing subscribed 20385 shares with net assets, accounting for 0.0453% of the total share capital; Yang Wei subscribed 20295 shares with net assets, accounting for 0.0451% of the total share capital; Wang Jinxian subscribed 19485 shares with net assets, accounting for 0.0433% of the total share capital; Niu Lintao subscribed 18855 shares with net assets, accounting for 0.0419% of the total share capital; Xu Hongbo subscribed 18765 shares with net assets, accounting for 0.0417% of the total share capital; Fu Dongpu subscribed 18180 shares with net assets, accounting for 0.0404% of the total share capital; Luan Yumei subscribed 12510 shares with net assets, accounting for 0.0278% of the total share capital.
After the initial public offering of the company, the total number of shares is 51433181 million. Before and after the change, the name, number and proportion of sponsors’ shareholders and the number and proportion of social public shareholders are as follows:
Shareholding
Before and after the change of shareholder name
Quantity proportion (%)
Zhang Qichun 112275902495029624512187127
Yingfu tech Venture Capital Co., Ltd. 474 Doushen(Beijing) Education&Technology Inc(300010) .5440657937.905
Yongjin industry (Group) Co., Ltd. 40694859.043334884436.7825
Niu Heqing 31811407.069227269365.3019
Zhu Luwei 27744756.1655
