Beijing E-Hualu Information Technology Co.Ltd(300212)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
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 Chapter V Party committee of the company Chapter VI board of directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Chapter VII president and other senior managers Chapter VIII democratic management of employees and labor and personnel system Chapter IX board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors thirty-six
Section I financial accounting system thirty-nine
Section II Internal Audit forty-two
Section III appointment of accounting firm forty-three
Section IV external guarantee Chapter XI notices and announcements forty-six
Section I notice forty-six
Section 2 Announcement Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase and capital reduction forty-eight
Section 2 dissolution and liquidation 49 Chapter XIII amendment of the articles of Association 51 chapter XIV Supplementary Provisions fifty-two
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”).
With the approval of the state owned assets supervision and Administration Commission of the State Council (gzcq [2008] No. 105), the company was changed from a limited liability company to a joint stock limited company, registered with Beijing Administration for Industry and Commerce and obtained a business license. The registration number of the business license is 91110000802085421k.
Article 3 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, establishes the party’s working organization, and is equipped with party affairs staff. The establishment and staffing of the party’s organization are included in the company’s management organization and staffing, and the work funds of the party organization are included in the company’s budget and disbursed from the company’s management expenses.
Article 4 the party organization of the company shall lead the labor union, the Communist Youth League and other mass organizations of the company, unite and unite the masses of employees, safeguard the legitimate rights and interests of all parties and promote the healthy development of the enterprise.
Article 5 registered name of the company: Beijing E-Hualu Information Technology Co.Ltd(300212)
Article 6 of Beijing e-hualu Information Technology Co., Ltd. company domicile: room 1001, building 1, yard 165, Fushi Road, Shijingshan District, Beijing.
With the approval of China Securities Regulatory Commission on April 14, 2011, the company issued 17 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on May 5, 2011. Article 7 the registered capital of the company is 665814309 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 12 The term “senior managers” as mentioned in the articles of association refers to the president, chief financial officer, Secretary of the board of directors, general counsel and other senior managers appointed by the board of directors upon the recommendation of the president.
Chapter II business purpose and scope
Article 13 development objectives and business objectives of the company:
The company’s development goal: maintain and continuously develop the development of intelligent transportation core application software, provide all-round software services for the intellectualization of urban transportation in China, and strive to become a leading enterprise in the application software of intelligent transportation industry.
Company spirit: unity, innovation, communication and high efficiency.
Company tenet: collect first-class talents; Produce first-class products; First class service; Create a first-class brand.
Article 14
After registration according to law, the company’s business scope: general construction contracting; Professional contracting; Labor subcontracting; Internet information services; Operating telecommunication business; Information service business in the second type of value-added telecommunications business (excluding Internet information services); technology development, technical consultation, technology promotion, technology transfer and technical services; computer system services; computer software development; data processing; software services; consultation, planning and design of smart city and intelligent transportation projects; traffic intelligent engineering and product research and development; sales of computer software, hardware and auxiliary equipment and traffic intelligent equipment Equipment and industrial automation control equipment; Undertake industrial control and automation system engineering, computer communication engineering, intelligent building and data center computer system engineering; Sales of communication equipment; Design and maintenance of safety technology prevention engineering; Self developed products; Product design; Production and storage equipment (limited to production activities in other ports); import and export of goods; import and export of technology; import and export agency.
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.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB, with a par value of one yuan per share.
Article 19 the promoters and their capital contributions at the time of establishment of the company:
The sponsors have 29 shareholders in total, including 1 legal person shareholder and 28 natural persons. The number and proportion of shares held by each promoter are as follows:
Number of shares held by sponsors (10000 shares) shareholding ratio (%)
China Hualu Group Co., Ltd. 2527.7850 fifty-six
Lin Yongjun 460.399 twenty-one
Bin Hui 222.224 forty-four
Dong Aihong 222.224 forty-four
Ma Junxia 222.224 forty-four
Li Yandong 167.173 thirty-four
Liao Fuxiu 112.942 twenty-six
Li Jimei 111.112 twenty-two
Wu Jianling 111.112 twenty-two
Wang Juan 111.112 twenty-two
Huang Jianping 106.952 fourteen
Gong Chengzhong 84.791 seventy
Ding Jihui 76.221 fifty-three
Li Peixin 69.441 thirty-nine
Wang Ruifeng 62.501 twenty-five
Liu Wei 55.561 eleven
Liang Changping 55.561 eleven
Zhen Aiwu 52.781 06
Li Hua 41.670 eighty-three
Jiang Shuming 38.890 seventy-eight
Liu Zhiyan 18.060 thirty-six
Fan Ping 13.780 twenty-eight
Fu Huamao 11.110 twenty-two
Fu Jiangfeng 9.720 nineteen
Jia Ting 6.940 fourteen
Square force 6.940 fourteen
Gu Tongyu 6.940 fourteen
Li Zhixin 6.940 fourteen
Zhu Jingsheng 6.940 fourteen
Total 5000100.00
Article 20 the total number of shares of the company is 665814309 shares, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including its 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:
（1） 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 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 specified in the articles of association.
Article 24 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Award shares to employees of the company;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 25 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 26 the company’s acquisition of the company’s shares due to items (1) to (3) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of paragraph (1), it shall be from the date of acquisition
