constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 32 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 37 Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions thirty-nine
Dbappsecurity Co.Ltd(688023) articles of Association
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 laws, regulations and normative documents.
Article 2 Dbappsecurity Co.Ltd(688023) is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company was established by way of initiation, registered with Zhejiang market supervision and Administration Bureau, obtained a business license, and the unified social credit code is 913 Shenzhen Hongfuhan Technology Co.Ltd(301086) 623011957.
On June 19, 2019, the company issued RMB 18518519 million ordinary shares to the public for the first time after being examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange, and was listed on Shanghai Stock Exchange on November 5, 2019. Article 3 the company was registered / approved / approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on October 16, 2019, issued RMB 18518519 million ordinary shares to the public for the first time, and was listed on the Shanghai Stock Exchange on November 5, 2019.
Article 4 registered name of the company: Dbappsecurity Co.Ltd(688023)
Article 5 domicile of the company: No. 188, Lianhui street, Xixing street, Binjiang District, Hangzhou
Postal Code: 310051
Article 6 the registered capital of the company is 78504696 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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.
(1) According to the articles of association of the Communist Party of China, when the number of Party members reaches the specified number, the organization of the Communist Party of China shall be established, the party working organization shall be established, and the party affairs staff shall be equipped. The establishment and staffing of the party organization shall be included in the management organization and staffing of the company, and the work funds of the party organization shall be included in the budget of the company and disbursed from the management expenses of the company.
(2) Adhere to the synchronous planning of Party construction, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of party work. The establishment of the party organization and its staffing shall be incorporated into the company’s management organization and staffing, and shall be adjusted accordingly with the increase and expansion of the company’s employees, assets and business scale. Party organizations play a political core role among the employees of the company, play a political leading role in the development of the enterprise, and carry out rationalization suggestions. (3) The Party committee of the company has 1 secretary, 1-2 deputy secretaries and several other party committee members. In principle, the Secretary of the Party committee shall be held by Party members and senior executives, and a full-time Deputy Secretary shall be established to focus on the party construction of the enterprise. Qualified party committee members can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures. Chapter II business purpose and scope
Article 13 the company’s business purpose is to be standardized, steady and innovative.
Article 14 after registration according to law, the business scope of the company: Services: information security equipment, network security equipment, network security software, computer software and hardware, technology development, technical services and achievement transfer of system integration, non certificate labor vocational skill training for adults (except for projects involving pre-approval), convention and exhibition services; Production and processing: information security equipment, network security equipment and computer equipment; Wholesale and retail: electronic products, communication equipment, computer software and hardware; Import and export of goods (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining licenses). (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) (subject to the business scope approved by the company registration authority)
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
When have equal 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 with China Securities Depository and Clearing Co., Ltd.
Article 19 the promoters of the company are 23 enterprises such as fan yuan, Shen Renmei and Hangzhou Ali Venture Capital Co., Ltd
Natural person. The net assets of all promoters corresponding to their interests in Hangzhou Dbappsecurity Co.Ltd(688023) Technology Co., Ltd. shall be in the corresponding proportion
As a capital contribution to the joint stock company, the shares were converted and fully subscribed by September 30, 2017 (capital verification date).
The name or title of the promoter, the certificate number of shareholders, the number of shares subscribed, the proportion of shares held, the method of capital contribution and the time of capital contribution are as follows:
Name or ID number or unified social credit holding number, shareholding ratio, capital contribution ratio.
The contribution time number or name is in the form of code (share) example (%)
1 fan yuan 33070219750627 Guotai Junan Securities Co.Ltd(601211) 68503021.033 net assets September 30, 2017
2 Shen Renmei 3 Hhc Changzhou Corp(301061) 966122900866233171.122 net assets September 30, 2017
3 Shao Jianxiong 3308231964041500166499601.170 net assets September 30, 2017
4 Yang Yongqing 5105021975032 Shengyi Technology Co.Ltd(600183) 117030.561 net assets September 30, 2017
5 Yao Naxin 3302221970091919561 Ningbo Shuanglin Auto Parts Co.Ltd(300100) .234 net assets 2017.9.30
Hangzhou Ali Chuang
6 Industry Investment Co., Ltd. 913 Cofoe Medical Technology Co.Ltd(301087) 93662919x 800833714.415 net assets September 30, 2017
Ningbo runhexing
nine hundred and thirteen thousand three hundred and two trillion and sixty billion nine hundred and nineteen million twenty-seven thousand four hundred and sixty-two
7 source investment partnership 52 Yunding Technology Co.Ltd(000409) .360 net assets 2017.9.30 enterprise (limited partnership)
Name or ID number or unified social credit holding number, shareholding ratio, capital contribution ratio.
The contribution time number or name is in the form of code (share) example (%)
(partner)
Jiaxing Anheng
Investment management 91330481076233513f
849999909 net assets September 30, 2017 joint venture (limited)
Partnership)
Ningbo Anheng investment
91330206MA281E8H18
9-capital partnership 50 China Baoan Group Co.Ltd(000009) net assets September 30, 2017 (limited partnership)
Chongqing qihouxi
Overseas equity investment
10915 Shenzhen Zhenye(Group)Co.Ltd(000006) 71711639016666033 net assets 2017.9.30 Management Co., Ltd
department
Zhejiang Donghan high school
Yangtze River Delta investment 913 Essence Fastening Systems (Shanghai) Co.Ltd(301005) 605929720
1116249902.925 net assets September 30, 2017 funded partnership
(limited partnership)
Zhejiang ouxinchuang
12 Industry Investment Co., Ltd. 9133 Shenzhen Huakong Seg Co.Ltd(000068) 6692397h 1 Doushen(Beijing) Education&Technology Inc(300010) 2.340 net assets 2017.9.30 company
Hangzhou Qianyu investment
91330102MA28UGT50P
13 Capital Partnership 9500101.710 net assets September 30, 2017 (limited partnership)
Hangzhou Fuchun
No. 1 equity investment
91330183MA28X0H9XQ
14 fund partnership 3500000.630 net assets September 30, 2017 (limited partnership)
(partner)
Name or ID number or unified social credit holding number, shareholding ratio, capital contribution ratio.
The contribution time number or name is in the form of code (share) example (%)
Shanghai Zhanpeng investment 91310114555955206c
1510 Ping An Bank Co.Ltd(000001) .8 net assets September 30, 2017 limited liability company
Shanghai Shundian investment
91310118342297334Q
16 asset management center 24400004.392 net assets September 30, 2017 (limited partnership)
Shenzhen fuhaichuang
New venture capital
1791440300ma5da9ad7c 9250001.665 net assets 2017.9.30 fund enterprise (with)
Limited partnership)
Zhuhai fuhaihua
gold
