Zhongfu Information Inc(300659)
constitution
December, 2001
catalogue
Chapter I General Provisions Chapter II purpose and business scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
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 board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-five
Section III appointment of accounting firm 35 Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation 38 Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions forty
Zhongfu Information Inc(300659)
constitution
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 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 changed from the original limited liability company into a joint stock limited company (hereinafter referred to as the “company”) in accordance with the company law and other relevant provisions. The shareholders of the original limited liability company are the promoters of the current joint-stock company.
The company is established by means of initiation; The company has registered with the market supervision bureau of the Management Committee of Jinan High-Tech Development Co.Ltd(600807) Technology Industry Development Zone and obtained a business license. The unified social credit code is 913700007357889006.
Article 3 the company issued 20.4 million RMB common shares to the public for the first time on May 17, 2017 and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “the exchange”) on May 26, 2017 with the approval of CSRC zjxk [2017] No. 655 document.
Article 4 company name: Zhongfu Information Inc(300659) .
English Name: Zhongfu information Inc
Article 5 company domicile: 25 / F, building A1-5, Hanyu Golden Valley, No. 7000, Jingshi Road, high tech Zone, Jinan City, Shandong Province, zip code: 250101.
Article 6 the registered capital of the company is RMB 226533165.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all assets of the company are divided into equal shares. The shareholders of the company shall be liable to the company to the extent of their subscribed shares, 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 the company, shareholders can sue directors, supervisors, general manager and other senior managers of the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II purpose and business scope
Article 12 the business purpose of the company is to adapt to the needs of the socialist market economy, pursue the best economic benefits, increase profits for shareholders, create wealth for the society and contribute to the country.
Article 13 after registration according to law, the business scope of the company is: after registration according to law, the business scope of the company is: general projects: software development; Software sales; Information system integration service; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of information security equipment; Sales of information security equipment; Production of commercial password products; Sales of commercial password products; Integrated circuit design; Integrated circuit chip and product sales; Information system operation and maintenance services; Information technology consulting services; Education consulting services (excluding education and training activities involving license approval); Non residential real estate leasing; Leasing of computer and communication equipment. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: Sales of special products for computer information system security. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) the company can adjust its business scope according to its own development capacity and business needs with the approval of the company registration authority.
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, with the same rights and interests for the same shares.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or individual shall pay the same price for each share of the same class of shares issued at the same time.
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 total number of ordinary shares issued at the time of establishment of the company is 10 million shares, which shall be fully subscribed by all shareholders of the original limited liability company as promoters, accounting for 100% of the total number of ordinary shares that can be issued by the company. Name of shareholders, number of shares subscribed and mode of capital contribution are as follows:
Shareholder’s name or number of shares subscribed (10000 shares) shareholding ratio (%) contribution method
Wei Dongxiao 49049 net assets
Chen Zhijiang 41041 net assets
Wei Dongqing 10010 net assets
Article 19 the total number of shares of the company is 226533165, all of which are ordinary shares.
Article 20 with the approval of the state authority, the company may issue shares to domestic investors and foreign investors.
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:
(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 provided by laws, administrative regulations and approved by the competent securities department under the State Council.
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:
(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.
Where the company acquires its shares due to the circumstances specified in items (I) and (II) of the preceding paragraph, it shall
After the company purchases its own shares in accordance with the preceding paragraph, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; In the 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 three years.
Article 25 a company may purchase its shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares in accordance with the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Section 3 share transfer
Article 26 the shares held by shareholders 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 12 months from the date of establishment of the company. The shares issued before the company’s public offering shall not be transferred within 12 months from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors, general manager and other senior managers of the company shall, during their term of office, regularly report to the company the shares held by them and their changes; During his term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by him; The shares held by the company shall not be transferred within 12 months from the date of listing and trading of the company’s shares; He shall not transfer his shares in the company within 6 months after his resignation. If the employee applies for resignation within 6 months from the date of IPO listing, the company’s shares directly held by him shall not be transferred within 18 months from the date of application for resignation; If a person applies for resignation between the 7th month and the 12th month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within 12 months from the date of declaration of resignation.
Article 29 If the directors, supervisors, senior managers and shareholders holding more than 5% of the voting shares of the company sell the company’s shares or other equity securities held by them within 6 months from the date of purchase, or buy them again within 6 months from the date of sale, the proceeds obtained therefrom shall belong to the company, The proceeds shall be recovered by the board of directors. 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 undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake 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. The shareholders registered after the closing of the equity registration date are the shareholders with 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） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Consult the articles of association, register of shareholders, stub of corporate bonds and general meeting of shareholders
