Guochuang Software Co.Ltd(300520)
constitution
January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business scope 2 Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
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 twelve
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 twenty
Section 1 Directors twenty
Section II board of Directors twenty-three
Section III Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Party Building Chapter IX Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section 2 profit distribution thirty-four
Section III internal audit thirty-eight
Section IV appointment of accounting firm 38 Chapter X notices and announcements thirty-eight
Section I notice thirty-eight
Section 2 Announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 42 Chapter XIII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Guochuang Software Co.Ltd(300520) (hereinafter referred to as “the company”) and protect the legitimate rights and interests of the company, shareholders and creditors, 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 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 initiated and established by Keda star e-commerce Co., Ltd. in the form of overall change. The company is registered with Hefei Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91340100723329328p.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on June 16, 2016, the company issued 23 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on July 8, 2016.
Article 4 registered name of the company: Guochuang Software Co.Ltd(300520)
English Name: guohuang Software Co., Ltd
Article 5 company domicile: No. 355, Wenqu Road, high tech Zone, Hefei
Postal Code: 230088
Article 6 the registered capital of the company is 243885860 yuan.
Article 7 the business term of the company is 50 years.
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, 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, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and business scope
Article 12 the company’s business purpose: with the business philosophy of “consulting promotes the market, software pursues quality and service creates value”, adhere to the development path of “specialization, productization and internationalization”, provide customers with first-class software and information technology services, and build Guochuang Software Co.Ltd(300520) into a famous high-tech enterprise with independent intellectual property rights, leading technology and service innovation.
Article 13 business scope of the company: software development; Network and information security software development; Software sales; Information system integration service; Computer system services; Big data service; Information system operation and maintenance services; Artificial intelligence theory and algorithm software development; Basic software development of artificial intelligence; Basic resources and technology platform of artificial intelligence; Development of artificial intelligence application software; Application system integration services in artificial intelligence industry; AI hardware sales; 5g communication technology service; Industrial Internet data service; Cloud computing equipment technology services; Sales of cloud computing equipment; Research and development of Internet of things technology; Internet of things technical services; Internet of things application services; Internet of things equipment sales; Blockchain technology related software and services; Data processing and storage support services; Information technology consulting services; Software outsourcing services; Network technology services; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Internet data services; Internet equipment sales; Energy storage technology services; Battery manufacturing; Battery sales; Sales of electric accessories of new energy vehicles; Sales of new energy vehicle power exchange facilities; Research and development of auto parts; Manufacturing of auto parts and accessories; Intelligent control system integration; Building intelligent system design; Intelligent building construction; Engineering and technical research and test development; Class I value-added telecommunications services; The second category of value-added telecommunications services; Wholesale of publications; Internet sales of publications; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
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 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; For the shares subscribed by any unit or individual, the same price 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 Limited (hereinafter referred to as “Securities Depository and clearing institution”).
Article 18 the company was wholly changed and established by Keda star e-commerce Co., Ltd. on September 28, 2012. The net assets corresponding to their equity in Keda star e-commerce Co., Ltd. are converted into shares of the company at 1:0.5213. The name of the company’s sponsors, the number of subscribed shares and the shareholding ratio are:
Serial no. Name of initiator (name) Shareholding amount shareholding ratio (share) (%)
1 Hefei Guochuang Intelligent Technology Co., Ltd. 31286258 45.34
2 Shanghai Yahong equity investment fund center (limited partnership) 12269003 17.78
3 Dong Yongdong 5889081 8.53
4 Guoyuan Equity Investment Co., Ltd. 4426297 6.41
5 China University of science and Technology Asset Management Co., Ltd. 3228691 4.68
Shanghai Binguo Asset Management Co., Ltd
7 Detong Guolian (Wuxi) Investment Center (limited partnership) 2845888 4.12
8 Anhui Kuzhi Investment Management Co., Ltd. 1840332 2.67
9 Yang 1410867 2.05
10 Shi Xingling 1288177 1.87
11 Chu Shisheng 1226888 1.78
12 Boqin investment (Shanghai) Co., Ltd. 221315 0.32
Total 69000000 100.00
Article 19 the total number of shares of the company is 243885860. The capital structure of the company is: 243885860 ordinary shares and zero shares of other types.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 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:
(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 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 specified 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) 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.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by 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 23 of the articles of association, it shall be carried out 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 resolved by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors 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 Article 23 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
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