Goldcard Smart Group Co.Ltd(300349)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares seven
Section III share transfer Chapter IV shareholders and general meeting of shareholders ten
Section 1 shareholders ten
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders twenty
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors thirty
Section 1 Directors thirty
Section 2 independent directors thirty-three
Section III board of Directors thirty-five
Section IV Special Committee of the board of Directors forty-one
Section V Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-eight
Section I supervisors forty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit fifty-one
Section I financial accounting system fifty-one
Section II Internal Audit fifty-four
Section III appointment of accounting firm 54 Chapter IX notices and announcements fifty-five
Section I notice fifty-five
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-six
Section 1 merger, division, capital increase and capital reduction fifty-six
Section 2 dissolution and liquidation 58 Chapter XI amendment of the articles of Association 60 Chapter XII Supplementary Provisions sixty-one
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 articles of association of the Communist Party of China 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 (hereinafter referred to as the “company”). Approved by the first extraordinary general meeting of shareholders in 2017, the company’s name was changed from Jinka High Tech Co., Ltd. to Goldcard Smart Group Co.Ltd(300349) . The company was registered with Zhejiang market supervision administration and obtained the business license of enterprise legal person, with a unified social credit code of 9133 Shenzhen Overseas Chinese Town Co.Ltd(000069) 1292005r.
Article 3 the company issued 15 million ordinary shares in RMB to the public for the first time on July 25, 2012 and was listed on Shenzhen Stock Exchange on August 17, 2012 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2012] No. 979 document. Article 4 registered name of the company: Goldcard Smart Group Co.Ltd(300349)
English Name: Goldcard smart Group Co., Ltd
Article 5 company domicile: No. 291, weishiqi Road, Yueqing Economic Development Zone
Postal Code: 325600
Article 6 the registered capital of the company is 429054325 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 according to the articles of association of the Communist Party of China, the company shall establish a party organization, establish a party working organization and allocate party affairs staff. The establishment and staffing of the party organization shall be included in the company’s management organization and staffing, and the work funds of the party organization shall be included in the company’s budget and disbursed from the company’s management expenses. Party organizations play a political core role among the employees of the company and play a political leading role in the development of the company.
From the effective date, the articles of association has 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 the company, other shareholders of the company, directors, supervisors, general manager and other senior managers of 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 level managers, the Secretary of the board of directors and the person in charge of finance.
Chapter II business purpose and scope
Article 12 the company’s business purpose: relying on the advanced scientific and technological level, constantly develop low-cost and high-performance products, provide customers with high-quality and low-cost products and services, create rich returns for shareholders and make outstanding contributions to the society.
Article 13 after being registered according to law, the business scope of the company is information system integration services. Manufacturing, sales, installation, maintenance, technology development, technical service, technical consultation and achievement transfer of electronic equipment and electronic components, gas equipment, instruments and meters, software development, technical service, technical consultation and achievement transfer, enterprise management consultation and import and export business. (projects subject to approval according to law shall be approved by
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 kind 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; For shares subscribed by any unit or individual, the same amount shall be paid 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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company shall subscribe for the shares of the company with the net assets corresponding to the equity proportion of the original Yueqing Jinkai Instrument Co., Ltd. The promoters of the company and their shareholding amount are as follows:
Shareholding amount (shares) and shareholding proportion of promoters
Zhejiang Jinka High Tech Engineering Co., Ltd. 150 Shenzhen Zhenye(Group)Co.Ltd(000006) 0%
Yueqing Jinkai Enterprise Management Consulting Co., Ltd. 20 China High-Speed Railway Technology Co.Ltd(000008) %
Yang Bin 60 China Vanke Co.Ltd(000002) 4%
Shi Zhengyu 17500007%
Dai Yishen 2500001%
After the above overall change into a joint-stock company, Yueqing Jinkai Enterprise Management Consulting Co., Ltd., Yang Bin, Shi Zhengyu and Dai Yishen subscribed for new shares of the company and increased the registered capital of the company.
After the capital increase, the number of shares subscribed by the company’s shareholders and each shareholder and the proportion of the number of shares subscribed by each shareholder in the total share capital are shown in the table below:
No. name of shareholders after capital increase No. (shares) shareholding ratio
1 Zhejiang Jinka High Tech Engineering Co., Ltd. 150 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 7.92%
2 Yueqing Jinkai Enterprise Management Consulting Co., Ltd. 40 Ping An Bank Co.Ltd(000001) 2.78%
3 Yang Bin 950 Fawer Automotive Parts Limited Company(000030) .35%
4. Shi Zhengyu 22500007.19%
5 Dai Yishen 5500001.76%
Total 313 Ping An Bank Co.Ltd(000001) 00%
The third extraordinary general meeting of shareholders in 2011 passed the proposal on the conversion of undistributed profits into share capital in 2010. After the conversion of undistributed profits into share capital, the total number of shares of the company was changed to 45 million shares. The number of shares subscribed by the company’s shareholders, each shareholder and the proportion of the number of shares subscribed by each shareholder in the total share capital are shown in the following table:
No. name of shareholders after capital increase amount of shareholding (shares) shareholding ratio
1 Zhejiang Jinka High Tech Engineering Co., Ltd. 2156550047.92%
2 Yueqing Jinkai Enterprise Management Consulting Co., Ltd. 575080012.78%
3 Yang Bin 1365815030.35%
4. Shi Zhengyu 32348207.19%
5 Dai Yishen 7907301.76%
Total 450 Ping An Bank Co.Ltd(000001) 00%
Article 19 when engaging in business activities, the company must abide by laws and administrative regulations, respect business rules and bear social responsibilities.
Article 20 the total number of shares of the company is 429054325, all of which are ordinary shares.
Article 21 the company and its 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 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 procedures stipulated in the company law and 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) 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 a 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 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of paragraph 1 of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; In case of purchasing the shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors may be adopted in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules.
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 stock exchange.
The directors, supervisors and senior managers of the company shall report the shares held by the company and their changes to the company, and transfer them every year during their term of office
