Beijing Thunisoft Co.Ltd(300271)
constitution
April, 2002
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope five
Chapter III shares six
Section 1 share issuance six
Section II increase, decrease and repurchase of shares seven
Section III share transfer eight
Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-three
Chapter VI general manager and other senior managers twenty-nine
Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-one
Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-six
Section III appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-six
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation thirty-eight
Chapter XI amendment of the articles of Association forty
Chapter XII Supplementary Provisions forty
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, 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 Beijing Thunisoft Co.Ltd(300271) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the relevant provisions of the state.
The company is established by means of initiation; Registered with Beijing Administration for Industry and Commerce and obtained a business license with a unified social credit code of 91110 Luthai Textile Co.Ltd(000726) 360320g.
Article 3 on June 18, 2001, the company issued 40 million ordinary shares in RMB to the sponsors for the first time. On May 23, 2008, the 2007 general meeting of shareholders of the company passed the resolution on the profit distribution plan of 2007. After the implementation of the profit distribution plan, the total number of shares of the company was changed to 52 million shares.
On December 23, 2008, the second extraordinary general meeting of the company in 2008 passed the proposal of the company’s directional capital increase and acquisition of 49% equity of Guangzhou Ziguang Huayu Information Technology Co., Ltd. after the completion of the directional capital increase scheme, the total number of shares of the company was changed to 55.5 million shares.
On September 16, 2011, with the approval of China Securities Regulatory Commission, the company issued 18.5 million RMB common shares to the public for the first time. On October 26, 2011, the company was listed on the gem of Shenzhen Stock Exchange, and the total number of shares of the company was changed to 74 million.
On March 22, 2012, the 2011 Annual General Meeting of shareholders of the company approved the 2011 plan for profit distribution and conversion of capital reserve into share capital. After the conversion, the total share capital of the company increased to 148 million shares.
On December 25, 2014, the China Securities Regulatory Commission approved the company to issue 181483100 shares to Ma Qin and others to purchase relevant assets. On March 23, 2015, the above 181 48.31 million shares were listed and issued, and the exercise registration of some stock options in the company’s equity incentive plan has been completed, and the total number of shares of the company has been changed to 151995841.
On August 26, 2015, the company issued restricted shares for profit distribution and equity incentive in 2014, and new shares were listed and circulated. Part of the stock option incentive in the equity incentive plan was exercised. The registration of new shares has been completed, and the total number of shares of the company has been changed to 310697799 shares.
On November 30, 2015, the company’s equity incentive issuance of restricted shares, the new shares of partial exercise of the option incentive plan and the new shares of the company’s newly issued shares to purchase assets and raise supporting funds have completed the share registration, and the total number of shares of the company has been changed to 320127783.
On May 9, 2016, the company’s annual profit distribution in 2015 and some new shares exercised under the option incentive plan have been registered, and the total number of shares of the company has been changed to 64,250 48.26 million shares.
On October 20, 2016, the company completed the registration of the newly increased share capital and partial restricted repurchase cancellation of the exercise of the option incentive plan. The cancellation and repurchase of restricted shares have been completed, and the total number of shares of the company has been changed to 643032681 shares.
On April 24, 2017, the company completed the 2016 restricted stock incentive plan, completed the grant and the exercise of employee stock equity incentive, and the total number of shares of the company was changed to 6668775100 shares.
On November 8, 2017, the company completed the registration of new shares for partial exercise of the option incentive plan, the registration of new shares for issuing shares and paying cash to purchase assets, and the repurchase and cancellation of some restricted shares. The total share capital of the company was changed to 7606581810 shares.
On November 30, 2018, the company completed the registration of some new shares exercised under the option incentive plan and the repurchase and cancellation of some post IPO restricted shares and restricted shares, and the total share capital of the company was changed to 7.5,4.49 14.6 million shares.
On April 24, 2019, the company’s non-public offering of new shares has completed the registration procedures, and the total share capital of the company has been changed to 810429953 shares.
On August 6, 2019, the company completed the repurchase and cancellation of some restricted shares under the 2016 restricted stock incentive plan, and the total share capital of the company was changed to 809390723 shares.
On September 8, 2002, the company completed the registration of new shares partially exercised in the 2018 stock option incentive plan and the repurchase and cancellation of some restricted shares in the 2016 restricted stock incentive plan, and the total share capital of the company was changed to 815124534 shares.
On March 16, 2001, the company completed the registration of newly added shares for partial exercise of 2018 stock option incentive plan, the repurchase and cancellation of partial restricted shares of 2016 restricted stock incentive plan and the registration of granting of class I restricted shares of 2021 restricted stock incentive plan, and the total share capital of the company was changed to 8291071.73 million shares.
On October 26, 2001, the company completed the suspension of the grant registration of some class I restricted shares under the 2021 restricted stock incentive plan and the repurchase and cancellation of some restricted shares under the 2021 restricted stock incentive plan, and the total share capital of the company was changed to 829070973 shares.
Article 4 registered name of the company: Beijing Thunisoft Co.Ltd(300271) .
English name of the company: Beijing Thunisoft Corporation Limited
Article 5 domicile of the company: 25 / F, block C, science and technology building, Tsinghua Science Park, No. 1 yard, Beijing Centergate Technologies (Holding) Co.Ltd(000931) East Road, Haidian District, Beijing, postal code: 100084.
Article 6 the registered capital of the company is RMB 829070973 (eight hundred twenty-nine million seventy-nine hundred and seventy-three).
If the total registered capital of the company is changed due to the increase or decrease of registered capital, the board of directors may be authorized to handle the matters of amending the articles of association and the registration procedures for the change of registered capital after the resolution on the increase or decrease of registered capital is passed by the general meeting of shareholders.
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 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 “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers appointed by 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 company aims to promote the progress of Chinese customers and create the best value with professional software technology. Advocate the synchronous development of employees and enterprises, and create a development platform for employees to realize their self-worth with the healthy development of enterprises. Promote the continuous development of the enterprise with the progress of customers and the growth of employees, realize reasonable return on investment for shareholders with the healthy development of the enterprise, create value for the society and contribute to a harmonious society.
Article 14 after registration according to law, the business scope of the company: computer software and hardware and peripheral equipment, network technology, applied electronic technology development, technology transfer, technical services, technical consultation and technical training; Manufacturing and selling developed products; E-commerce services; Enterprise management consulting; Computer network system integration, management and maintenance; Undertake computer network engineering and generic cabling engineering; China call center business and information service business (excluding Internet Information Service).
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 with China Securities Depository and Clearing Co., Ltd.
Article 19 the company was established on June 18, 2001, initiated by 8 promoters. The promoters of the company include: Tsinghua Unisplendour Corporation Limited(000938) (hereinafter referred to as Unisplendour Corporation Limited(000938) ), Beijing Changqing Yuanlong Technology Investment Co., Ltd. (hereinafter referred to as “Changqing Yuanlong”), Tsinghua Ziguang Technology Innovation Investment Co., Ltd. (hereinafter referred to as “Ziguang investment”), Shanghai Fengyin investment Management Co., Ltd. (hereinafter referred to as “Fengyin investment”), Shao Xue, Chen Feng, Zuo Xiangdong and Li Jun. All the sponsors’ contributions were verified to be in place on June 11, 2001. The basic information is as follows:
No. shareholding ratio of shares subscribed by the sponsor in the form of capital contribution (10000 shares)
1 Unisplendour Corporation Limited(000938) physical object and currency 260065%
2 Changqing Yuanlong currency 520 13%
3 Ziguang investment currency 200 5%
4 Fengyin investment currency 80 2%
5 shaoxue currency 200 5%
6 CHENFENG currency 200 5%
7 Lijun currency 100 2.5%
8 left Xiangdong currency 100 2.5%
Total 4 Tcl Technology Group Corporation(000100) %
Article 20 the total capital stock of the company is 829070973 shares, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not give gifts
