Beijing Ctrowell Technology Corporation Limited(300455)
constitution
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business scope of the company Chapter III shares three
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
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 Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors Chapter VIII party organization Chapter IX democratic management of employees and labor and personnel system Chapter X financial accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section 2 profit distribution thirty-nine
Section III internal audit and general counsel system forty-three
Section IV appointment of accounting firm Chapter XI notices and announcements forty-three
Section I notice forty-four
Section 2 Announcement Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation Chapter XIII amendment of the articles of Association 47 chapter XIV Supplementary Provisions forty-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Ctrowell Technology Corporation Limited(300455) (hereinafter referred to as “the company”), shareholders and creditors, standardize the organization and behavior of the company and improve the corporate governance structure, 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 the articles of association of the Communist Party of China The guidelines for the articles of association of listed companies (hereinafter referred to as the “guidelines for the articles of association”), the Listing Rules of GEM stocks of Shenzhen Stock Exchange (hereinafter referred to as the “Listing Rules”), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (hereinafter referred to as the “guidelines for the standardized operation”), and other relevant laws, regulations and normative documents, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established on the basis of Beijing Beijing Ctrowell Technology Corporation Limited(300455) Technology Co., Ltd. by means of overall change; The company is registered with Beijing Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91110000669337202.
Article 3 on April 23, 2015, the company issued 35 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on May 15, 2015 with the approval of the “CSRC license [2015] No. 725” document of China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 4 registered name of the company: Beijing Ctrowell Technology Corporation Limited(300455)
Article 5 company domicile: Floor 9, No. 61, Zhichun Road, Haidian District, Beijing
Postal Code: 100190
Article 6 registered capital of the company: 717767936 yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, after the general meeting of shareholders passes the resolution approving the increase or decrease of its registered capital, it shall pass a resolution on the amendment of the articles of association and authorize the board of directors to go through the registration procedures for the change of its registered capital.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 in accordance with the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, Party activities shall be carried out, the party’s working organization shall be established, party affairs staff shall be fully equipped and strengthened, and the working funds of the party organization shall be guaranteed. The Party committee of the company plays the leading role of “taking the direction, managing the overall situation and promoting implementation”.
Article 10 the company shall operate independently, account independently, be responsible for its own profits and losses and bear civil liabilities independently according to law. 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 11 the company shall abide by the relevant provisions of the state on the supervision and administration of state-owned assets, accept the supervision and administration of state organs and competent institutions, and strengthen the rigid financial constraints of state-owned enterprises. The company actively participates in the market competition, the survival of the fittest in the market competition, and tamps the dominant position in the market.
Article 12 the company adheres to the rule of law and strives to build a rule of law enterprise with perfect governance, compliant operation, standardized management and law-abiding integrity.
Article 13 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, members of the company’s Party committee, directors, supervisors, general manager and other 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 14 the senior managers mentioned in the articles of association refer to the general manager and other senior managers of the company; Other senior managers are the deputy general manager, the Secretary of the board of directors and the chief financial officer.
Chapter II business purpose and business scope of the company
Article 15 purpose of the company: make full use of the mechanism of joint-stock economy and give full play to the advantages of each promoter, so as to improve the economic benefits and labor productivity of the joint-stock company and maximize the interests of shareholders, so as to benefit employees and give back to the society.
Article 16 business scope: technical development, technical service, technical exchange and technical training of automatic control equipment and systems, automatic control system components and products; Computer system services; Basic software services; Application software services; Manufacturing computer software and hardware; Selling self-produced products; Economic information consultation; Import and export of goods, agent import and export, technology import and export.
Information system integration and Internet of things technical services; Operation and maintenance services. Chapter III shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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 19 the par value of the shares issued by the company shall be indicated in RMB.
Article 20 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 21 the establishment of the company is initiated in the form of overall change. The total share capital at the time of establishment is 105000000 shares, with an amount of RMB 1.00 per share.
The equity structure after the overall change to a joint stock company is listed in the following table:
Name of initiator number of shares subscribed number of shares paid in proportion of shareholding contribution (name) (shares) (shares) (%) method
Aerospace Shenzhou Investment Management Co., Ltd. 53060000 53060000 50.53% currency
Aerospace Investment Holding Co., Ltd. 21000000 21000000 20.00% currency
Shanghai Fengrui Investment Group Co., Ltd. 10500000 10500000 10.00% currency
Ruishi Investment Management Co., Ltd. 7000000 7000000 6.67% currency
Qinqin 4200000 4.00% currency
Yin Yanchao 2520000 2.40% currency
Gongmaocai 1680000 1.60% currency
Nanzhenhui 1680000 1.60% currency
Nongshimeng 1680000 1.60% currency
Sun Qing 1680000 1.60% currency
Total 105000000 105000000 100.00%/
Article 22 the total number of existing shares of the company is 717767936, all of which are ordinary shares.
Article 23 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 24 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 and regulations and approved by the CSRC.
Article 25 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 26 the company may purchase its shares in accordance with laws, regulations, departmental rules and the articles of association under the following circumstances:
(I) to 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) it is necessary for a listed 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 27 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.
Article 28 the company’s acquisition of shares of the company due to items (I) and (II) of Article 26 of the articles of association shall be subject to the resolution of the general meeting of shareholders; In the case of a company’s acquisition of shares as provided in paragraph (III) of Article 26 of the articles of association, the directors shall attend the meeting in accordance with paragraph (III) of Article 26 above.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 26 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.
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 26 of the articles of association, it shall be carried out through public centralized trading.
Section 3 share transfer
Article 29 the shares of the company may be transferred according to law.
Article 30 the company does not accept the company’s shares as the subject matter of the pledge.
Article 31 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 be from the company’s shares
