Si-Tech Information Technology Co.Ltd(300608) articles of Association
April 2022
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares two
Section I issue of shares two
Section II increase, decrease and repurchase of shares three
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
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-three
Section 1 Directors twenty-three
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-eight
Section III appointment of accounting firm 38 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section II announcement 40 I
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions 43 II
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Si-Tech Information Technology Co.Ltd(300608) (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, and in combination with the actual situation of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and relevant laws and regulations. The company was wholly changed and established from the original Beijing Si-Tech Information Technology Co.Ltd(300608) Information Technology Co., Ltd., registered with Beijing Administration for Industry and commerce, obtained a business license, and the unified social credit code is 91110108633062121u.
Article 3 with the approval of China Securities Regulatory Commission on January 13, 2017, the company issued 16855000 RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on February 13, 2017.
Article 4 registered name of the company:
Chinese Name: Si-Tech Information Technology Co.Ltd(300608)
English Name: SI-TECH Information Technology Co., Ltd.
Article 5 company domicile: floor 14, No. 6, Beijing Centergate Technologies (Holding) Co.Ltd(000931) South Street, Haidian District, Beijing
Postal Code: 100086.
Article 6 the registered capital of the company is 20966988 yuan. Article 7 the company is a perpetual 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers
Senior management.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and business scope
Article 12 the company’s business purpose: take promoting the national software industry as its own responsibility, and strive to establish a scientific management and operation system under the background of Oriental culture, so as to form the best model of world-class products, management and performance.
Article 13 after being registered according to law, the business scope of the company includes: technology development, technology transfer, technical consultation and technical services; Computer system services; Computer maintenance; Sales of electronic products, computers, software and auxiliary equipment, instruments and meters; Operating telecommunication business; Import and export of goods, import and export of technology and import and export agency (except for projects without administrative license).
Chapter III shares
Section 1 issuance of shares
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 of the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 the promoters of the company are as follows:
Serial number name / name of initiator number of shares subscribed mode of contribution shareholding ratio (10000 shares) (%)
1 Wu Feizhou 21986085 net assets 50.29
2 Ma Qingxuan 4808650 net assets 11.00
3. Shi Zhensheng 4371500 net assets 10.00
4 Yao Guoning 4371500 net assets 10.00
5 Wang Wei 3497200 net assets 8.00
Net assets of CIC fortune Xinmao (Tianjin) venture capital
6-capital partnership (limited partnership) 2931465 6.71
7 Shandong Wuyue Venture Capital Co., Ltd. 1748600 net assets 4.00
Total 43715000-100.00
Article 19 the total number of shares of the company is 209699688 million, with a par value of 1 yuan per share. All shares issued by the company are ordinary shares.
Article 20 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 21 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;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 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;
(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) 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with Article 23, if it falls under 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.
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.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law. Article 27 the company does not accept the shares of the company as the subject matter of the pledge. Article 28 the shares of the company held by the promoters shall not be transferred within 1 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 to the company the assets of the company they hold
The shares and their changes shall not exceed 25% of the total shares of the company held by him during his term of office; 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 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after they buy them, or buy them again within 6 months after they sell them, and the income from this shall belong to the principal
