Eastcompeace Technology Co.Ltd(002017)
constitution
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 ten
Section IV proposal and notice of the general meeting of shareholders eleven
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors nineteen
Section 1 Directors nineteen
Section 2 independent directors twenty-one
Section III board of Directors twenty-four
Section IV Professional Committee of the board of Directors twenty-seven
Section V Secretary of the board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Party organizations Chapter IX Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-five
Section III appointment of accounting firm 35 Chapter X notices and announcements thirty-six
Section I notice thirty-six
Section 2 Announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation 37 Chapter XII amendment of the articles of Association 39 Chapter XIII Supplementary Provisions thirty-nine
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 established in accordance with the company law and other relevant provisions (hereinafter referred to as “the company”). The company was approved by the State Economic and Trade Commission’s Guo Jing Ji Qi Gai [2001] No. 1143 document, registered with the Guangdong Administration for Industry and Commerce in the form of change of establishment, and obtained a business license, business license No. [440000000038082].
Article 3 with the approval of China Securities Regulatory Commission on June 18, 2004, the company issued 25 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on July 13, 2004.
Article 4 registered name of the company:
Full Chinese Name: Eastcompeace Technology Co.Ltd(002017)
Full English Name: eastcompetition Technology Co., Ltd
Article 5 domicile of the company: No. 8, pinggong Middle Road, Nanping Science and Technology Industrial Park, high tech Zone, Zhuhai City, Guangdong Province; Postal Code: 519060
Article 6 the registered capital of the company is RMB 4486000.
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 the organization of the Communist Party of China shall be established in accordance with the provisions of the constitution of the Communist Party of China (hereinafter referred to as the “party constitution”). The Party committee plays a leading and political core role and ensures the direction, overall situation and implementation. The company shall establish the working organization of the party, allocate a sufficient number of party affairs staff, and ensure the working funds of the party organization.
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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the deputy manager, Secretary of the board of directors, chief financial officer, chief legal adviser and chief engineer of the company.
Chapter II business purpose and scope
Article 13 the company’s business purpose: quality first, customer first, carry forward national brands and give priority to scientific and technological development.
Article 14 after being registered according to law, the business scope of the company is as follows:
Licensed projects: the second type of value-added telecommunications services; Packaging and decoration printing; Printing of documents, materials and other printed materials; Construction project construction; Sales of special products for computer information system security. (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: import and export of goods; Manufacturing of information security equipment; Sales of information security equipment; Integrated circuit manufacturing; Integrated circuit sales; Manufacturing of mobile terminal equipment; Sales of mobile terminal equipment; Manufacturing of computer software, hardware and peripheral equipment; Software development; Research and development of Internet of things technology; Internet of things equipment manufacturing; Internet of things equipment sales; Internet of things technical services; Manufacturing of Arts and crafts and ceremonial articles (except ivory and its products); Retail of Arts and crafts and collectibles (except ivory and its products); Non ferrous metal calendering; estate management; Information system integration service; Advertising design, agency. (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)
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; For the shares subscribed by any unit or individual, the same price shall be paid 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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company, the number of shares subscribed respectively, the mode and time of capital contribution are shown in the table below.
Name of sponsor (name) subscribed shares (10000 shares) contribution method and time
2205.71 physical assets of Putian Beijing Tongtech Co.Ltd(300379) letter Group Co., Ltd. April 30, 2001
Zhuhai Putian Heping Telecom Industry Co., Ltd. 1840.80 physical assets April 30, 2001
240.17 physical assets of Beijing xinjietong Mobile Communication Technology Co., Ltd. April 30, 2001
Zhuhai Fuchun communication equipment Co., Ltd. 150.87 physical assets April 30, 2001
Zhou Zhongguo 57.81 physical assets April 30, 2001
Shi Jixing 38.54 physical assets April 30, 2001
Zheng Guomin 38.54 physical assets April 30, 2001
Yang Youwei 38.54 physical assets April 30, 2001
Zhang Peide 38.54 physical assets April 30, 2001
Huang ningzhai 38.54 physical assets April 30, 2001
Zhang Xiaochuan 23.97 physical assets April 30, 2001
Li Haijiang 23.97 physical assets April 30, 2001
Total 4700 —
Article 20 the total number of shares of the company is 446486084, and the capital structure of the company is: 446486084 ordinary shares, without other types of shares.
Article 21 the company or its subsidiaries (including its 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 22 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 23 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 24 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） To convert shares into convertible corporate bonds issued by the company;
(VI) necessary for the company to safeguard 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 25 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares under the circumstances of items (I), (II), (III), (V) and (VI) of Article 24 of the articles of association, it shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors. If the company purchases its shares under the circumstances specified in items (I) and (II), it shall further submit the resolution of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of paragraph (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; In the case of items (3), (5) and (6), 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..
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 assets of the company held by them
