Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645)
constitution
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI general meeting of shareholders Voting and resolutions Chapter V board of directors section I directors section II board of directors Chapter VI managers and other senior managers Chapter VII board of supervisors section I supervisors section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit section I financial accounting system section II Internal Audit Section III appointment of accounting firms
Chapter IX notice and announcement section I notice section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation section I merger, division, capital increase and capital reduction section II dissolution and liquidation Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, 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, The articles of association are formulated in combination with the specific conditions of the company.
Article 2 the company is a joint stock limited company established by Zhejiang Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Technology Co., Ltd. in accordance with the company law and other relevant provisions, which is converted into shares according to the audited book net asset value. It is registered with Zhejiang market supervision administration and has obtained a business license. The unified social credit code is 91330 Shandong Xinneng Taishan Power Generation Co.Ltd(000720) 0827022.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 7, 2017, the company issued 16666667 RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on April 21, 2017.
Article 4 registered Chinese name of the company: Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) . The English name of the company is: Zhejiang Zhengyuan Zhihui Technology Co., Ltd.
Article 5 domicile of the company: 17 / F, building a, Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) building, No. 359 Shuxin Road, Yuhang District, Hangzhou City, Zhejiang Province. Postal Code: 311121.
Article 6 the registered capital of the company is 137940362 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, 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.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, Secretary of the board of directors, person in charge of finance, chief financial officer and chief engineer of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose: Based on the campus market, use smart technology to realize the connection of all things and return to shareholders and society.
Article 14 after being registered according to law, the business scope of the company is to operate value-added telecommunications business (see the business license of value-added telecommunications business of the people’s Republic of China for the scope). Computer software product development, technical services and consulting and achievement transfer services, Internet of things technical services, Internet information technology services, data processing services, public safety technical services, energy-saving technology promotion services, smart city information technology, smart home, intelligent transportation system development and services, electronic products, computer software, hardware and accessories Sales of office automation equipment, household appliances, washing equipment and building materials, information system design and system integration, design, manufacturing and sales of computer peripheral equipment, maintenance of computer hardware equipment, construction of building intelligent engineering, installation of electromechanical engineering, decoration, laundry service, R & D and sales of intelligent equipment, Manufacturing (limited to branch operations), design and sales of measuring instruments, and engaging in import and export business. (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 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.
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 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 19 the company is changed from the original Zhejiang Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Technology Co., Ltd. On October 9, 2012, the promoters of the company subscribed for the shares of the company with the audited net assets corresponding to the equity of the original Zhejiang Zhejiang Zhengyuan Zhihui Technology Co.Ltd(300645) Technology Co., Ltd. held by each promoter. The contribution mode, number of shares subscribed and shareholding ratio of each promoter are as follows:
（1） Hangzhou Zhengyuan Technology Co., Ltd. subscribed 16871710 shares with net assets, accounting for 374915% of the total share capital;
（2） Hangzhou Yikang Investment Management Co., Ltd. subscribed 4592996 shares with net assets, accounting for 102066% of the total share capital;
（3） Hangzhou Zhenghao Investment Management Co., Ltd. subscribed 3186106 shares with net assets, accounting for 7.0802% of the total share capital;
（4） Boxin preferred (Tianjin) equity investment fund partnership (limited partnership) subscribed 3 million shares with net assets, accounting for 6.6667% of the total share capital;
（5） Zhejiang Heli Venture Capital Co., Ltd. subscribed 2832565 shares with net assets, accounting for 6.2946% of the total share capital;
（6） LV Demin subscribed 2434417 shares with net assets, accounting for 5.4099% of the total share capital;
（7） Zhejiang Yingou Venture Capital Co., Ltd. subscribed 2230589 shares with net assets, accounting for 4.9568% of the total share capital;
（8） Li Lin subscribed 1941980 shares with net assets, accounting for 4.3155% of the total share capital;
（9） Zhejiang Lianlian Technology Co., Ltd. subscribed 1.8 million shares with net assets, accounting for 4.0000% of the total share capital;
（10） Hangzhou Qianying Investment Management Co., Ltd. subscribed 1741363 shares with net assets, accounting for 3.8697% of the total share capital;
（11） Hangzhou Jinji venture capital partnership (limited partnership) subscribed 1357268 shares with net assets, accounting for 3.0162% of the total share capital;
（12） Li Cheng subscribed 1011545 shares with net assets, accounting for 2.2479% of the total share capital.
（13） Hangzhou Wencheng Venture Capital Co., Ltd. subscribed 1 million shares with net assets, accounting for 2.2222% of the total share capital;
（14） Hangzhou yingpei investment partnership (limited partnership) subscribed 1 million shares with net assets, accounting for 2.2222% of the total share capital;
Article 20 the total number of shares of the company is 137940362 shares, all of which are ordinary shares, and there are no other types of shares. Article 21 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 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） Distribute 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.
When the company issues convertible corporate bonds, the issuance and conversion procedures and arrangements of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be handled in accordance with the provisions of laws, administrative regulations, departmental rules, self-discipline rules of Shenzhen Stock Exchange and other relevant documents, as well as the provisions of the company’s prospectus for convertible corporate bonds.
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 stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, except under any of the following circumstances:
（1） 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 because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws and regulations or the CSRC.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association 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 Article 24 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than 2 / 3 of the directors.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one 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 one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the company’s shares sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The term “shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes the shares or other equity securities of the company held by their spouses, parents and children and held in other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority, with names of shareholders
