Beijing Oriental Jicheng Co.Ltd(002819)
constitution
(Draft)
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance 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 eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors twenty-two
Section II board of Directors twenty-four
Section III independent directors twenty-nine
Section IV Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-one
Section III appointment of accounting firm 42 Chapter IX notices and announcements forty-two
Section I notice forty-two
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-three
Section 1 merger, division, capital increase and capital reduction forty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-six
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 (revised in 2022) and other relevant provisions.
In case of any inconsistency between the articles of association and laws and regulations, the provisions of laws and regulations shall prevail.
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 Beijing Beijing Oriental Jicheng Co.Ltd(002819) Integrated Technology Co., Ltd., and the original investors are the initiators of the company. When the company was established, it was registered with Beijing municipal market supervision administration and obtained a business license. The unified social credit code is 91110 Shanxi Meijin Energy Co.Ltd(000723) 9681033.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 14, 2016, the company issued 28340000 RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on November 11, 2016.
Article 4 registered name of the company: Beijing Oriental Jicheng Co.Ltd(002819) .
English name of the company: Beijing Oriental Jicheng Co., Ltd
Article 5 company domicile: 12 / F, Yindu building, No. 67, Fucheng Road, Haidian District, Beijing
Article 6 the registered capital of the company is 318173891 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, chief financial officer and Secretary of the board of directors. 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 business purpose of the company is to combine system innovation with scientific and technological innovation, make full use of and give full play to the advantages of scientific and technological resources, resources and talents of all parties to the joint venture under the principle of market economy, operate the business specified in the joint venture contract, seek the maximum interests for all parties to the joint venture and obtain satisfactory return on their investment.
Article 14 after registration according to law, the business scope of the company is: development, production, manufacturing and sales of electronic computers and spare parts, network equipment, instruments and meters, industrial automation equipment, tools, refurbished equipment, test equipment and communication equipment, import and export, wholesale, leasing and commission agency of the above commodities (except auction); After sales service, repair and maintenance service, technical service and technical training of the above commodities; Disposal of residual value of leased property; Warehousing services. (if the above does not involve commodities under state-owned trade management, but commodities under quota and license management, the application shall be handled in accordance with the relevant provisions of the state.)
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.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company shall convert the audited net assets of the former Beijing Beijing Oriental Jicheng Co.Ltd(002819) Integrated Technology Co., Ltd. into shares to subscribe for the shares of the company.
The shareholders of the company’s promoters and their shareholding amounts are as follows:
Shareholding amount (shares) shareholding ratio of shareholders
Oriental Scientific Instrument Import and Export Group Co., Ltd. 2441843235.389%
Eurex technology Leasing Co., Ltd. 2346 Digital China Group Co.Ltd(000034) .000%
Beijing Jiahe Zhongcheng Technology Co., Ltd. 61276458.881%
Wang Ge 33225734.815%
Yanli 31019954.496%
Cao Yan 28100814.073%
Gu Jianxiong 11129031.613%
Wu Guang 5742580.832%
Xiao Jiazhong 5520000.800%
Chen Dalei 5341940.774%
Shen Weiguo 5175000.750%
Song Yongliang 4841130.702%
Chang Guoliang 4529520.656%
Yuan Guilin 4084350.592%
Guo Zhicheng 4039840.585%
Li Jianghong 3628060.526%
Li Xu 3561290.516%
Total 690 Ping An Bank Co.Ltd(000001) 00.000%
Article 20 the total number of shares of the company is 318173891, all of which are ordinary 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:
(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 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:
(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) the 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) 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, administrative regulations and the CSRC.
Where 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 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; Where 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 two-thirds 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 six 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.
After the listing of the company’s shares is terminated (except for active delisting), the company’s shares will be transferred into the national small and medium-sized enterprise share transfer system.
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 be from the company’s shares in
