Primeton Information Technologies Inc(688118)
constitution
April 2022
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares three
Section 1 share issuance four
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders fifteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-six
Section 1 Directors twenty-six
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-three
Section III appointment of accounting firm Chapter IX notices and announcements forty-four
Section I notice forty-four
Section II announcement forty-five
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation 47 Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions forty-nine
Primeton Information Technologies Inc(688118) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Primeton Information Technologies Inc(688118) (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, 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 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 established by Shanghai Primeton Information Technologies Inc(688118) Technology Co., Ltd. in accordance with the approval of Shanghai Municipal Commission of Commerce Hushang foreign capital approval [2010] No. 978 by initiating the overall change of establishment mode; Registered with Shanghai Administration for Industry and Commerce and obtained a business license. The unified social credit code is 91310000748756174j. Article 3 the company was examined and approved by Shanghai Stock Exchange on October 28, 2019 and registered with China Securities Regulatory Commission (hereinafter referred to as “CSRC”), issued RMB ordinary shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on December 4, 2019.
Article 4 registered name of the company: Primeton Information Technologies Inc(688118)
Full English Name: Primeton information technologies, Inc
Article 5 company domicile: 4th floor, 456 Bibo Road, China (Shanghai) pilot free trade zone. Postal Code: 201203
Article 6 the registered capital of the company is 95.4 million 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 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.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and business scope
Article 13 business purpose of the company: [adopt advanced technology and other management methods to enable investors to reap good economic benefits and acceptable return on investment, and make certain contributions to China’s economic development].
Article 14 after registration according to law, the business scope of the company: development and sales of computer software, sales of computer hardware equipment and accessories, integration of computer information system, technical consultation and services in the field of computer specialty (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 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 the company is a joint stock limited company established by the promoters and changed from Shanghai Primeton Information Technologies Inc(688118) Technology Co., Ltd, Based on the audited book net assets of Shanghai Primeton Information Technologies Inc(688118) Technology Co., Ltd. as of February 28, 2010, RMB [11712461738] is converted into the company’s share capital at the ratio of 1: [051227488586], and the balance of RMB [5712461738] is included in the capital reserve of the joint stock company. Each promoter subscribes the total share capital of the company with its net assets of Shanghai Primeton Information Technologies Inc(688118) Technology Co., Ltd. corresponding to its shareholding proportion in Shanghai Primeton Information Technologies Inc(688118) Technology Co., Ltd. After the conversion, the total number of shares of the joint stock company is [60] million, with a par value of RMB 1 per share and a registered capital of RMB [60] million. The amount and shareholding ratio of shares subscribed by the promoters of the company are as follows:
Serial number shareholder name number of shares subscribed (shares) shareholding ratio
1 Liu Yadong 32507793541797%
2 HUANG LIUQING 3,758961 6.2649%
3 Shen Huizhong 18794813.1325%
4 Shi Zhengfu 1402600.2338%
5 Yang Yubao 22211703.7020%
6 Liu Erhong 13156362.1927%
7 Cheng Zhaohui 6489121.0815%
8 Zhang Xulin 6684201.1140%
9 Jiao Lieyan 2480910.4135%
10 Yuan Yi 2443320.4072%
11 Wang Keqiang 2443320.4072%
12 Hetong 1262350.2104%
13 Yang Wei 1 Wiscom System Co.Ltd(002090) .1670%
14 Zhen Qiang 939740.1566%
15 Tang Jun 939740.1566%
16 Nie Yongjun 939740.1566%
17 Zhao Wenfeng 939740.1566%
18 Liu Hang 939740.1566%
19 Qian Jun 897650.1496%
20 Deng Tao 792710.1321%
21 yuan Yajuan 704470.1174%
22 Wang Congquan 631320.1052%
23 Ding Xiangwu 620230.1034%
24 Qiao Yanjun 588740.0981%
25 sun Hongxun 563850.0940%
26 Lu
