Guangzhou Sie Consulting Co.Ltd(300687) articles of Association
Revised in January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
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 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 nineteen
Section 1 Directors nineteen
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-seven
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit twenty-eight
Section I financial accounting system twenty-eight
Section II Internal Audit thirty-two
Section III appointment of accounting firm 32 Chapter IX notices and announcements thirty-two
Section I notice thirty-two
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-three
Section 1 merger, division, capital increase and capital reduction thirty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 36 Chapter XII Supplementary Provisions thirty-six
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Guangzhou Sie Consulting Co.Ltd(300687) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”). The company was wholly changed and established by Guangzhou Guangzhou Sie Consulting Co.Ltd(300687) Technology Co., Ltd; Registered with Guangzhou Administration for Industry and commerce, it has obtained a business license with a unified social credit code of 914401017695403218.
Article 3 the company issued 20 million RMB common shares to the public for the first time on July 14, 2017 with the approval of the China Securities Regulatory Commission. The company’s shares were listed on the gem of Shenzhen Stock Exchange on August 3, 2017. Article 4 registered name of the company: Guangzhou Sie Consulting Co.Ltd(300687) .
English name of the company: Guangzhou Sie Consulting Co., Ltd
Article 5 company domicile: unit 1603-1605, floor 16, No. 12, Zhujiang East Road, Tianhe District, Guangzhou.
Postal Code: 510623.
Article 6 the registered capital of the company is RMB 398402569.
Article 7 the business term of the company is a joint stock limited company with permanent existence.
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 Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to continuously improve the company’s core competitiveness, correctly handle the interest relationship among shareholders, employees and customers, and make beneficial contributions to the enterprise’s information construction with improving social and economic benefits as the center, efficient and flexible business mechanism as the lever, scientific and technological progress as the guide and talents as the foundation.
Article 13 after being registered according to law, the business scope of the company is: Engineering and technology research, test and development; Software sales; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Retail of computer software, hardware and auxiliary equipment; Education consulting services (excluding education and training activities involving license approval); Non residential real estate leasing; Import and export of goods; Technology import and export; Professional intermediary activities; Human resources services (excluding labor dispatch services).
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. Article 18 the shares approved to be issued at the time of the establishment of the company are 60 million shares, which are fully subscribed by the promoters at the time of the establishment of the company by converting the net assets corresponding to the capital contribution of Guangzhou Guangzhou Sie Consulting Co.Ltd(300687) Technology Co., Ltd. held by them into shares. The capital contribution has been fully paid on December 10, 2015. The names of each promoter and the number of shares subscribed are as follows:
No. Name / name of initiator share (10000 shares) shareholding ratio
1 Zhang Chengkang 1312.2 21.87%
2 Liu Weichao 729 12.15%
3 Liu Guohua 631.8 10.53%
4 Ouyang Xiangying 486 8.10%
5 Cao Jinqiao 388.8 6.48%
6 Foshan Midea Investment Management Co., Ltd. 972 16.20%
7 Zhuhai hilling Tiancheng equity investment fund (limited partnership) 420 7.00%
8 Guangzhou Yicheng investment partnership (limited partnership) 270 4.50%
9 Guangzhou Yituo investment partnership (limited partnership) 270 4.50%
10 Guangzhou Yidao investment partnership (limited partnership) 243 4.05%
11 Ningbo Hongqi HaoChun venture capital center (limited partnership) 180 3.00%
12 Guangzhou Yifa investment partnership (limited partnership) 97.2 1.62%
Total 6000 100%
Article 19 the total number of shares of the company is 398402569, with RMB 1 per share, all of which are ordinary shares.
Article 20 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 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) use the shares to convert the company’s bonds that can be converted into shares issued by the company;
(VI) necessary for safeguarding 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.
Article 25 the company’s acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of 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, if it falls under the circumstances of 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. 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.
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.
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 shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; 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 within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders shall have the right to
