Hubei Century Network Technology Inc(300494) articles of Association
(December 2021)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, these 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), the guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) wholly changed and established by Hubei Hubei Century Network Technology Inc(300494) Technology Co., Ltd. in accordance with the company law and other relevant provisions. It is registered with Wuhan Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91420100695349435j.
Article 3 with the approval of China Securities Regulatory Commission on June 24, 2015, the company issued 30 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on December 31, 2015.
Article 4 registered name of the company: Hubei Century Network Technology Inc(300494)
English Name: Hubei Century Network Technology Inc
Article 5 company domicile: 9-11 / F, building B7, financial port, No. 77, Guanggu Avenue, Donghu New Technology Development Zone, Wuhan postal code: 430079
Article 6 the registered capital of the company is RMB 271665598.00.
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, 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.
Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 11 The term "senior managers" as mentioned in the articles of association refers to the 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 is to create returns for shareholders, promote the harmonious development of social economy and become a respected enterprise through high-quality and leading products, service industry, coordinating value, being the initiator of industry model and the promoter of advanced technology.
Article 13 after being registered according to law, the business scope of the company:
Research and development of computer software and hardware and technical services; Design and installation of network engineering; Computer system integration; Development, sales and technical services of communication equipment, electronic components, computers and accessories, and network equipment; Game development and game operation; Network service engineering; Computer software and hardware sales; Game promotion, organization of exhibitions and competitions; Design, produce, publish and act as an agent for all kinds of advertising business in China; Conference and exhibition services; Education consultation (excluding education and training); information service business (only including Internet information service, excluding short message service and fixed network telephone information service); Internet information service does not include news, publishing, education, medical care, drugs and medical devices, electronic announcement service, etc.; use information network to engage in online game product operation, online game virtual currency distribution, animation product business; online text in Internet cafes Chemical products business. Value added telecommunications business (operating within the approved period with the license); film and television and artist economic services (operating within the approved period and scope with the license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
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 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 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 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company was wholly changed and established by Hubei Hubei Century Network Technology Inc(300494) Technology Co., Ltd. on November 24, 2011. The original shareholders of Hubei Hubei Century Network Technology Inc(300494) Technology Co., Ltd. were the promoters of the joint stock company, subscribed for the shares of the company with net assets and made capital contributions. The promoters and the number of shares subscribed are as follows:
No. nature of sponsor's shares number of shares (10000 shares) shareholding ratio (%)
1. Lai Chunlin natural person shares 2095.87551 seventy-five
2. Yang Xinyu's natural person shares 455.62511 twenty-five
3. Cui Jianping's natural person shares 546.7513 five
4. Shenzhen Yongrong venture capital partnership shares 202.55 (limited partnership)
5. Feng Wei's natural person shares were 182.254 five
6. Fu Shuyong's natural person shares 182.254 five
7 Kuang Yaohua natural person shares 182.254 five
8 Puwei natural person shares 812
9 Feng Lian natural person shares 60.751 five
10 Chen aibin natural person shares 40.51
11 Wang Junfang natural person shares 20.250 five
Total 4050.00100
Article 19 the total number of shares of the company is 271665598, and the capital structure of the company is: 271665598 ordinary shares, without other types of shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 21 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;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 the company shall not purchase its own shares. However, except under any of the following circumstances:
(i) Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders.
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for a listed company to safeguard its value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company is due to item (I) of Article 23 of the articles of association The acquisition of the company's shares for the reasons specified in Item (2) shall be subject to the resolution of the general meeting of shareholders. If the company acquires the company's shares under the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, it may adopt the resolution of the board meeting 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 Article 23, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In case of items (2) and (4), they shall be transferred or cancelled within 6 months; in case of items (3), 5 and (6), 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
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company's shares as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company's public offering of shares shall not be transferred within 1 year from the date when the company's shares are listed and traded in Shenzhen 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 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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 the preceding paragraph, 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, the responsible directors shall bear joint and several liabilities according to law. Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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 assume obligations according to the types of shares they hold. Shareholders holding shares of the same type enjoy the same rights and assume the same obligations.
Article 31 when the company convenes the 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. After the closing of the equity registration date, the registered shareholders shall be the shareholders enjoying relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(i) Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders' agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Economic impact on the company
