Shanghai Action Education Technology Co.Ltd(605098)
constitution
Revised in May 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system 42 section II Internal Audit Section III appointment of accounting firm 48 Chapter IX notices and announcements 49 section I notice 49 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 53 Chapter XII Supplementary Provisions fifty-four
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanghai Action Education Technology Co.Ltd(605098) (hereinafter referred to as “the company”), shareholders and creditors, and standardize the organization and behavior of the company, 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.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established by Shanghai action Success Education Information Consulting Co., Ltd. in December 2011; The company registered with Shanghai Administration for Industry and Commerce and obtained the business license with the unified credit code of 9131 Shenzhen Neptunus Bioengineering Co.Ltd(000078) 7230976g.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 25, 2021, the company issued [2109] million RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange on April 21, 2021.
Article 4 registered name of the company: Shanghai Action Education Technology Co.Ltd(605098)
Full English name of the company: Shanghai Action Education Technology Co., Ltd
Article 5 company domicile: Zone B, Room 201, No. 3, Lane 168, Xinghong Road, Minhang District, Shanghai
Postal Code: 201107
Article 6 the registered capital of the company is RMB 1180786 million.
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 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 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 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 company’s deputy general manager, Secretary of the board of directors, chief financial officer and other personnel recognized by the company’s board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to serve China’s rapidly developing private enterprises, promote the construction project of enterprise effective business school of “enterprise schooling, leadership mentoring and team professionalization”, and lead the high-end effective management consulting industry of Chinese enterprises with independent innovation.
Article 13 after being registered according to law, the business scope of the company includes: technology development, technical consultation, technology transfer, technical services, educational information consultation (except overseas study consultation and intermediary services), enterprise management consultation, investment consultation (consulting projects except brokerage), enterprise image planning, market information consultation and investigation, conference services Etiquette service and staff training in the system; Sales of conference materials, craft gifts (except gold and silver), cultural office supplies and daily necessities. (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; 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.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are all shareholders of Shanghai action Success Education Information Consulting Co., Ltd. as of September 30, 2011. The promoters of the company made capital contributions by converting the audited net assets of Shanghai action Success Education Information Consulting Co., Ltd. into shares as of September 30, 2011, and paid all the capital contributions in November 2011.
Serial number name / name of initiator number of shares subscribed (10000 shares) shareholding ratio (%)
1 Zhao Ying 223624.84
2 Hou Zhikui 223624.84
3 Chang Guozheng 571 6.345
4 Liu Wei 571 6.345
5 Liao Ming 429.7 4.77
6 Li Xian 300 3.33
7 Shanghai Shidao Investment Co., Ltd. 280 3.11
8 Chen Deyun 280 3.11
9 Yang Jun 262.4 2.92
10 fengna 180 2.00
11 Huang Wei 178 1.98
12 Wang Lianyu 170 1.89
13 Chen Ming 168.2 1.87
14 Yang Deyun 165 1.83
15 Wu Qiling 160 1.78
Serial number name / name of initiator number of shares subscribed (10000 shares) shareholding ratio (%)
16 Hu Rong 115 1.28
17 Li weiteng 100 1.11
18 Shi Lijiang 89 0.99
19 Yang Di 62 0.69
20 Yang Biao 55 0.61
21 xia’anguo 55 0.61
22 Ma Jundong 40 0.44
23 Ge Zhifu 35 0.39
24 Meng Xiangchun 32 0.36
25 Huang Huiping 31.7 0.35
26 Li Guoliang 28 0.31
27 Liu Qiming 25 0.28
28 Jiang Chunyan 25 0.28
29 Hu XieHua 20 0.22
30 Fu Xiaoping 20 0.22
31 Wang Yonghong 15 0.17
32 Ma Xingjun 15 0.17
33 Jiang Zhubing 15 0.17
34 Wang Xin 15 0.17
35 Liu Yongxing 10 0.11
36 Lin Huichun 10 0.11
Total 9 Tcl Technology Group Corporation(000100)
Article 19 the total share capital of the company is [118078600] shares.
Are ordinary shares.
Article 20 the company or its subsidiaries (including the company’s 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.
