Fujian Rongji Software Co.Ltd(002474)
constitution
March 2022
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 six
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders eleven
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 eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Section III Special Committee of the board of Directors thirty-two
Chapter VI president and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-five
Chapter VIII Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II Internal Audit forty
Section III appointment of accounting firm forty
Chapter IX notices and announcements forty-one
Section I notice forty-one
Section II announcement forty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation forty-three
Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-five
Chapter I 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 (hereinafter referred to as the “Securities Law”) 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 Fujian Rongji Software Co.Ltd(002474) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions. The company was established by way of sponsorship, registered with Fujian Administration for Industry and commerce, and obtained the business license of enterprise legal person, registration number: 35 Tcl Technology Group Corporation(000100) 0124.
Article 3 the company issued 26 million ordinary shares in RMB to the public for the first time on August 11, 2010 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2010] No. 1099 document, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “the exchange”) on September 15, 2010.
Article 4 registered name of the company: Fujian Rongji Software Co.Ltd(002474) .
English name of the company: Fujian Rongji Software Co., Ltd
Article 5 company domicile: Fuzhou Software Park industrial base, Tongpan Road, Gulou District, Fuzhou City, postal code: 350003.
Article 6 the registered capital of the company is 622.2 million 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 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the president, vice president, Secretary of the board of directors and chief financial officer.
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 business purpose of the company: Taking “serving the society and promoting enterprise development” as its own responsibility and taking the software “industrialization, productization and service” as the direction, the company is committed to becoming a leading manufacturer of informatization and it services in the government, military organs, quality inspection, energy, telecommunications and other industries, people-oriented, and strive to maximize the interests of customers, the value of the company and the wealth of shareholders.
Article 14 after registration according to law, the business scope of the company: general items: software development; Software sales; Information system integration service; Information system operation and maintenance services; Computer system services; Information technology consulting services; Software outsourcing services; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Network and information security software development; Internet security services; Sales of information security equipment; Manufacturing of information security equipment; Application system integration services in artificial intelligence industry; Development of artificial intelligence application software; Internet data services; Big data services; Blockchain technology related software and services; Internet of things application services; Research and development of Internet of things technology; Internet of things technology services; Internet of things equipment sales; Safety system monitoring service; Sales of security equipment; Manufacturing of security equipment; Digital video surveillance system sales; Digital culture creative software development; Network equipment sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Social and economic consulting services (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed project: building intelligent system design; Intelligent building construction; Various engineering construction activities; Sales of special products for computer information system security; The second category of value-added telecommunications services; Internet information services (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 results).
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; Any unit or unit
Article 17 the par value of the shares issued by the company is 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Securities Depository and clearing institution”).
Article 19 the company issues 77.7 million RMB ordinary shares to the promoters, accounting for 100% of the total issued ordinary shares of the company. The number of shares subscribed by the promoters of the company and their proportion in the total number of shares of the company are:
Serial number name number of shares subscribed (10000 shares) shareholding ratio (%)
1 Lufeng 3400929 43.77
2 Hou Wei 1881117 24.21
3 tangsihu 388500 5.00
4 Liu Jingyan 316239 4.07
5 Zhang Zhige 310800 4.00
6 Zuo Jianzhong 233100 3.00
7 Wang Jie 224553 2.89
8 Lubo 208236 2.68
9 Zhao Jian 188034 2.42
10 Chen Mingping 188034 2.42
110000 Xiaoxiong 124320 1.60
12 Jin Yi 124320 1.60
13 Yang Xueyuan 119658 1.54
14 binzhuangxing 62.160 0.80
Total 7770000 100.00
Article 20 the total number of shares of the company is 622.2 million, all of which are ordinary shares.
Article 21 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. 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 issuance 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 for one 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and 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 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 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 items (III), (V) and (VI) of Article 24 of the articles of association, it shall be resolved 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 3 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 exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares of the company held since the date of listing and trading of the company’s shares
