Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section II increase, decrease and repurchase of shares Section 3 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 Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of directors Chapter VI Chief Executive Officer (president) and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit Section I financial accounting system 35 section II Internal Audit Section III appointment of accounting firm 39 Chapter X notices and announcements Section I notice 39 section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 43 Chapter XIII Supplementary Provisions forty-three
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 (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions.
Article 3 the company is a joint stock limited company established on the basis of Beijing Shunya International Martech (Beijing) Co.Ltd(300612) Brand Management Consulting Co., Ltd. and registered with Beijing municipal market supervision and Administration Bureau and obtained a business license. The unified social credit code is 91110 Cnfc Overseas Fisheries Co.Ltd(000798) 5463865.
Article 4 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 13, 2017, the company issued 18 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on February 15, 2017.
Article 5 registered name of the company: Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
English Name: Shunya international Martech (Beijing) Co., Ltd
Article 6 company domicile: cn02-b, No. 1, Balizhuang Dongli, Chaoyang District, Beijing; Postal Code: 100025.
Article 7 the registered capital of the company is 159039975 yuan.
Article 8 the business term of the company is long-term existence.
Article 9 the chairman is the legal representative of the company.
Article 10 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 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, CEO (president) and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, CEO (president) and other senior managers.
Article 12 other senior managers mentioned in the articles of association refer to the vice president, Secretary of the board of directors and chief financial officer of the company. For the purpose of company registration and filing, the chief executive officer (president) of the company is the general manager of the company, the vice president of the company is the deputy general manager of the company, and the chief financial officer of the company is the person in charge of finance of the company.
Article 13 the company shall establish an organization (Party branch) of the Communist Party of China to carry out party activities in accordance with the provisions of the party constitution and the company law. The Party branch shall give full play to its political core role and ensure and supervise the implementation of the party’s and state’s principles and policies in the enterprise. The company shall provide necessary conditions for the activities of the Party branch.
Chapter II business purpose and scope
Article 14 business purpose of the company: in accordance with the provisions of national laws, regulations and policies, make full use of the capital, human and material resources owned by the company, maximize the economic and social benefits of the company, and seek legitimate interests for all shareholders and employees of the company.
Article 15 after being registered according to law, the business scope of the company includes software development, technology development, technology promotion, technology transfer, technical consultation and technical services; Marketing planning and enterprise planning; Computer system services; Enterprise management consulting; Economic and trade consultation; Undertake exhibition activities; Market information investigation and consultation; Designing, producing, acting and publishing advertisements; Rental of office space and property management. (for projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments.)
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Article 20 on February 24, 2012, the company was changed from a limited liability company to a joint stock limited company. The company was listed on the gem of Shenzhen Stock Exchange on February 15, 2017. The promoters of the company, the amount of shares subscribed, the method and time of capital contribution are as follows:
Name of shareholder amount of shares subscribed mode and time of capital contribution
(10000 shares)
Beijing Shunya International Martech (Beijing) Co.Ltd(300612) Investment Co., Ltd. 2700 net assets December 2010
BBDO Asia Pacific Limited 1800 net assets December 2010
Total 4500 ——–
Article 21 the total number of shares of the company is 159039975 shares, all of which are ordinary shares.
Article 22 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 23 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 24 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 stipulated in the articles of association.
Article 25 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 incentive plan;
(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 safeguarding the company’s value and shareholders’ rights and interests.
Article 26 the company may purchase its own shares by means of public centralized trading, or by other means recognized by laws, administrative regulations and the CSRC.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 the company’s acquisition of shares of the company due to items (I) to (II) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with Article 25, 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 three years.
Article 28 the shares of the company purchased by the company in accordance with item (III) of Article 25 shall not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
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 shares of the company as the subject matter of the pledge.
Article 31 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 by the controlling shareholder within 3 years from the date when the company’s shares are listed and traded on the stock exchange, and other shareholders shall not transfer within 1 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 of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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.
In case of any change in the shares held by its directors, supervisors and senior managers due to the company’s equity distribution, the above provisions shall still be observed.
Article 32 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The company’s shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include the company’s shares or other equity securities held by their spouses, parents and children and held in other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 33 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 34 the company shall hold the general meeting of shareholders and branch meetings
