360 Security Technology Inc(601360)
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 Section 1 shareholders Section 2 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 Party committee Chapter VI board of directors Section 1 Directors Section 2 board of Directors Chapter VII managers and other senior managers Chapter VIII board of supervisors Section 1 supervisors Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit Section I financial accounting system Section 2 profit distribution Section III internal audit Section 4 appointment of accounting firm 38 Chapter X notices and announcements 38 section I notice 38 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 42 Chapter XIII Supplementary Provisions forty-two
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, 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 2 360 Security Technology Inc(601360) (hereinafter referred to as "the company" or "the company") is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was registered with Jiangsu Administration for Industry and Commerce and obtained the business license of enterprise legal person. The unified social credit code is 91120116ma06tg6453.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on December 23, 2011, the company issued 56 million RMB ordinary shares to the public for the first time and was listed on Shanghai Stock Exchange on January 16, 2012.
Article 4 registered name of the company:
Chinese Name: 360 Security Technology Inc(601360)
English Name: 360 security Technology Inc
Article 5 company domicile: 2-501 industrial incubation-1, north, No. 18, Haitai West Road, Huayuan Industrial Zone, Tianjin postal code: Beijing Sanlian Hope Shin-Gosentechnical Service Co.Ltd(300384)
Article 6 the registered capital of the company is RMB 7145363197.
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.
Chapter II business purpose and scope
Article 12 the company's business purpose: people-oriented, honest and law-abiding, and creating wealth for the society; Scientific management, innovative technology, to provide customers with leading products and high-quality services; Hard working and careful operation will bring sustained and stable return on investment to shareholders.
Article 13 after registration according to law, the business scope of the company: general items: Internet security services; Internet equipment sales; Internet data services; Industrial Internet data service; Advertising design and agency; Software development; Information consulting services (excluding licensed information consulting services); Retail of computer software, hardware and auxiliary equipment; Wholesale of computer software, hardware and auxiliary equipment; Advertising production; Advertising release (non radio, television and newspaper publishing units); Conference and exhibition services; Non residential real estate leasing; Asset management services invested by self owned funds; Engaging in investment activities with its own funds; Big data services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). License project: Internet information service; Class I value-added telecommunications services; Basic telecommunication services; The second category of value-added telecommunications services; Network culture management; Technology import and export; Import and export of goods. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
The above business scope shall finally be subject to the scope approved by the examination and approval authority and the registration authority.
Article 14 when engaging in business activities, the company shall abide by laws and administrative regulations, earnestly perform its economic, political and social responsibilities, accept the management and supervision implemented by the people's government and its relevant departments and institutions according to law, accept the supervision of the public, bear social responsibilities and be responsible to shareholders.
The company adheres to operating in accordance with the law, is honest and trustworthy, abides by laws and regulations, social ethics, business ethics and industry rules, pays taxes in full and on time, protects the rights and interests of investors and creditors, protects intellectual property rights, faithfully performs contracts, scrupulously abides by commercial credit, opposes unfair competition and eliminates corruption in commercial activities. The company shall meet the needs of consumers, protect the legitimate rights and interests of consumers and establish a healthy, transparent and harmonious consumer relationship.
The company undertakes its due social responsibilities for the comprehensive development of the country and society and stakeholders such as creditors, employees, customers and consumers, realizes the coordinated and harmonious development between the company and society, and completes the company's business mission of serving the people's livelihood and the society.
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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the name, shareholding amount and proportion of the shareholders of the promoters of the company are as follows:
Serial number name / name of sponsor shareholder proportion of subscribed shares in total share capital subscription method (10000 shares) (%)
1. Suzhou Jiangnan elevator (Group) Co., Ltd. 270027 net assets converted into shares
2. Jin Zhifeng 261167 261167 net assets converted into shares
3 Wu Jiong 1154.3 11.543 net assets converted into shares
4 pan Guangyu 842.58 8.4258 net assets converted into shares
5 qianjinshui 703.23 7.0323 net assets converted into shares
6 Wei Shanhu 272 2.72 net assets converted into shares
7 Zhang Ruijian 233.15 2.3315 net assets converted into shares
8 Su Jinrong 192.38 1.9238 net assets converted into shares
9. Suzhou Yuanfeng Venture Capital Co., Ltd. 170 1.7 net assets converted into shares
10 concierges 168512 168512 net assets converted into shares
11 Cheng Xinquan 168512 168512 net assets converted into shares
12 LV Wei 168512 168512 net assets converted into shares
13 pan daiqiu 168512 168512 net assets converted into shares
14 Cao Wei 168122 168122 net assets converted into shares
15 Gong Disheng's net assets converted into shares of 66.3 0.663
16 Wang Zhenkun 66.3 0.663 net assets converted into shares
17 Zhu Zhenhua 66.3 0.663 net assets converted into shares
18 Jiang Chengan 46.47 0.4647 net assets converted into shares
19 zhangruilin 33.15 0.3315 net assets converted into shares
Total 1 Shenzhen Ecobeauty Co.Ltd(000010) 0
On August 20, 2007, Jiangsu Tianheng certified public accountants Co., Ltd. issued "Tianheng Yan Zi (2007) No. 74" capital verification report on the conversion of net assets from the original limited company to a joint stock limited company, confirming that all the shares subscribed by the sponsors were in place.
According to the resolution of the fourth extraordinary general meeting of shareholders in 2009, based on the total share capital of 100 million shares on December 31, 2008, 2 bonus shares (including tax) were distributed to all shareholders according to 10 shares, and the bonus share dividend of 20 million yuan was distributed; After the merger of Suzhou Jiangnan chunlv Electromechanical Technology Group Co., Ltd. (formerly known as "Suzhou Jiangnan elevator (Group) Co., Ltd."), the company's initial public offering and pre listing shares amounted to 168 million ordinary shares. The name, shareholding amount and proportion of shareholders are as follows:
No. shareholder name / shareholding number (10000 shares) shareholding ratio (%)
1 jin Zhifeng 45276042 26.95
2 jin Zuming 19296000 11.49
3 Qian Jinshui 17014759 10.13
4 Wu Jiong 13851600 8.25
5 fee Huijun 12864000 7.66
6 Wang Huifang 10720001 6.38
7 pan Guangyu
