Thunder Software Technology Co.Ltd(300496) Thunder SoftwareTechnology Co., Ltd.
constitution
March 2022
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 20 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Section III Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Section III resolution of the board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice Section II 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 47 Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions forty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Thunder Software Technology Co.Ltd(300496) (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, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions. It is established by the overall change of Thunder Software Technology Co.Ltd(300496) software technology (Beijing) Co., Ltd., and the original shareholder of Thunder Software Technology Co.Ltd(300496) software technology (Beijing) Co., Ltd. is the initiator of the company.
Article 3 on June 24, 2015, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 25 million RMB ordinary shares to the public for the first time. Before the public offering, the original shareholders held 75 million RMB ordinary shares, and according to the Shenzhen Stock Exchange SZS [2015] No. 503 listing notice, It was listed on the gem of Shenzhen Stock Exchange on December 10, 2015. Stock abbreviation ” Thunder Software Technology Co.Ltd(300496) “, stock code Thunder Software Technology Co.Ltd(300496) . Article 4 registered name of the company: Thunder Software Technology Co.Ltd(300496) .
English name of the company: thunder software technology Co., Ltd
Article 5 company domicile: room 101105, 1st floor, Chuangda building, No. 9, Qinghua East Road, Haidian District, Beijing.
Postal Code: 100083.
Article 6 the registered capital of the company is 425057882 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 shall be legally binding on 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 between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, bring a lawsuit to the people’s court with jurisdiction in the place where the company is domiciled.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to innovate mobile technology and create unlimited life.
Article 13 business scope of the company: developing computer software; Sell self-developed products; Technical consultation and technical services; Computer software technology training; Business consultation; Engage in the wholesale, import and export of communication equipment and electronic products (not involving state-owned trade management commodities; if involving quota and license management commodities, apply for them in accordance with relevant national regulations); Computer system services.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares. The company may issue ordinary shares and preferred shares in accordance with the law.
Article 15 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 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. Article 18 all shareholders of a limited liability company, as promoters, convert the remaining net assets of 14645924824 yuan after deducting 2375841700 yuan from the audited book net asset value of 17021766524 yuan as of June 30, 2012. The registered capital of the company is changed to RMB 75000000 yuan, and the balance is included in the capital reserve of the company.
The shares of the company are ordinary shares with a par value of RMB 1 per share. When the company is changed and established as a whole by a limited liability company, the promoters shall subscribe for shares by converting their net assets into shares according to their proportion of capital contribution. The shareholding is as follows:
Serial number name of initiator / name number of shares (shares) shareholding ratio (%)
1 Zhao Hongfei 36322483484300
2 yuechao Co., Ltd. 8405724112076
3 oceaniac special purpose Co., Ltd. 48111416.4149
4 Chen Xiaohua 38063655.0752
5 Qualcomm international, Inc
6. Guokeruiqi Internet of things Venture Capital Co., Ltd. 28547743.8064
7 Spreadtrum communication (Tianjin) Co., Ltd. 22312502.9750
8 Dazi chuangdahui Consulting Co., Ltd. 19628832.6172
9 Dazi chuangdali Consulting Co., Ltd. 19256332.5675
10 Dazi chuangdaxin Technology Co., Ltd. 18858582.5145
11 arm limited 15859862.1146
12 Duan Zhiqiang 15857092.1143
13 Wu Anhua 15783882.1045
14 Geng Zeng 14988371.9984
15 Shiyue Holding Co., Ltd. 7929921.0573
16 Zou Pengcheng 2945270.3927
17 Yang Jie 2854770.3806
Total 750 Ping An Bank Co.Ltd(000001) 00%
The total number of ordinary shares of the company is RMB 4258200.
Article 19 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 20 according to the needs of business development and 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 21 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 specified in the articles of association.
Article 22 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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 shall not acquire the shares of the company.
Article 23 the company may purchase its own shares by means of public centralized delivery or other means 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 22 of the articles of association, it shall be conducted through public centralized trading.
Article 24 Where the company purchases its shares due to the circumstances specified in Item (I) and item (II) of paragraph 1 of Article 22 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 22 of the articles of association, the 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 paragraph 1 of Article 22 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 25 the shares of the company may be transferred according to law.
Article 26 the company does not accept the company’s shares as the subject matter of the pledge.
Article 27 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. company
