Wuhan Tianyu Information Industry Co.Ltd(300205)
constitution
February, 2002
catalogue
Chapter I General Provisions- 1 –
Chapter II business purpose and scope- 2 –
Chapter III shares- 3 –
Section 1 share issuance- 3 –
Section II increase, decrease and repurchase of shares- 4 –
Section III share transfer- 6 –
Chapter IV shareholders and general meeting of shareholders- 7 –
Section 1 shareholders- 7 –
Section II general provisions of the general meeting of shareholders- 10 –
Section III convening of the general meeting of shareholders- 13 –
Section IV proposal and notice of the general meeting of shareholders- 15 –
Section V convening of the general meeting of shareholders- 17 –
Section VI voting and resolutions of the general meeting of shareholders- 21 –
Chapter V board of Directors- 25 –
Section 1 Directors- 25 –
Section II board of Directors- 29 –
Chapter VI managers and other senior managers- 35 –
Chapter VII board of supervisors- 37 –
Section I supervisors- 37 –
Section II board of supervisors- 38 –
Chapter VIII Financial Accounting system, profit distribution and audit- 40 –
Section I financial accounting system- 40 –
Section II Internal Audit- 43 –
Section III appointment of accounting firm- 43 –
Chapter IX notices and announcements- 44 –
Section I notice- 44 –
Section II announcement- 45 –
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 45 –
Section 1 merger, division, capital increase and capital reduction- 45 –
Section 2 dissolution and liquidation- 46 –
Chapter XI amendment of the articles of Association- 48 –
Chapter XII Supplementary Provisions- 49 –
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 established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company is a joint stock limited company established by Wuhan Wuhan Tianyu Information Industry Co.Ltd(300205) Industry Co., Ltd. with the approval of Hubei Provincial Economic and Trade Commission in e.g. economic and trade Q [2000] No. 766; Registered with the administrative department for Industry and Commerce of Hubei Province and obtained the business license of enterprise legal person. The unified social credit code is 91420000714587800u.
Article 3 with the approval of China Securities Regulatory Commission on March 31, 2011, the company first issued 1991 million RMB ordinary shares to the public and was listed on the gem of Shenzhen Stock Exchange on April 21, 2011.
Article 4 registered name of the company: Wuhan Tianyu Information Industry Co.Ltd(300205) .
Full English name of the company: Wuhan Tianyu Information Industry Co., Ltd
Article 5 domicile of the company: Huagong University Science Park, Donghu New Technology Development Zone, Wuhan City, Hubei Province. Postal Code: 430223.
Production address 1: Huagong University Science Park, Donghu New Technology Development Zone, Wuhan, Hubei Province. Postal Code: 430223.
Production address 2: Tianyu data security industrial park, Lefeng Road, Donghu New Technology Development Zone, Wuhan, Hubei Province. Postal Code: 430205.
Article 6 the registered capital of the company is 4 Zhong Fu Tong Group Co.Ltd(300560) 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy 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 integrate the directors of shareholders, give full play to the advantages of shareholders, fully mobilize the enthusiasm of all employees, work hard to achieve the company’s objectives, provide advanced information products for the development of national economy, and provide satisfactory returns for shareholders and employees.
Article 13 after registration according to law, the business scope of the company includes the development, production and sales of computer software and hardware and its external equipment, computer network, communication, electronics, automatic control system, instruments and meters, optical electromechanical integration, electronic labels, smart cards, magnetic stripe cards, scratch cards and their related equipment Technical services (excluding financial stored value businesses and projects that should be licensed according to laws, administrative regulations and decisions of the State Council); System integration and technical services; Undertake social and public safety projects; Development, production and sales of commercial password products (the above products shall be operated within the approved scope with license); Development, production and sales of anti-counterfeiting tickets; Development, production and sales of integrated circuit card and integrated circuit card reader and writer; Import and export of goods and technologies (excluding goods and technologies whose import and export are restricted or prohibited by the state); Development, production and sales of electronic payment equipment; Value added telecommunication services (subject to those approved by the Administration for Industry and Commerce).
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; 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, 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 when the company is changed from a limited liability company to a joint stock limited company, the company shall convert all the book net assets audited on August 31, 2000 into equal shares of the company, and the shareholders of the original limited liability company shall subscribe for all 45250000 shares issued. The promoters of the company are:
Serial number initiator name (name)
1 Wuhan state owned assets management company
2 Huagong Tech Company Limited(000988)
3 science and Technology Development Corporation of Huazhong University of Technology
4 Beijing Zhijin Technology Investment Co., Ltd
5 mechanical and electrical engineering company of Huazhong University of Technology
6 Wuhan Innovation Technology Investment Co., Ltd
7 Hubei Diamond Industry Co., Ltd
8 Hubei science and Technology Development Center
9 Liu huailan
10 Zhu Jianxin
11 Zhong Jianqin
12 Zhang Xinfang
13 Xiang Wen
140000 Li
15 Chen Liping
16 Wang Tongyang
17 Tong min
18 Zhu Lin
19 Zheng Zhiguang
Article 19 the total number of shares of the company is 4 Zhong Fu Tong Group Co.Ltd(300560) 00, all of which are ordinary shares in RMB.
Article 20 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 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;
(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 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 stipulated 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;
(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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(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 will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases the shares of the company in accordance with the provisions of paragraph 1 of Article 23, if it falls under the circumstances of 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.
If the company purchases its shares in accordance with items (III), (V) and (VI) of Article 23, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company 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 publicly issues shares shall be listed on the stock exchange since the company’s shares are listed
