Beijing Global Safety Technology Co.Ltd(300523)
constitution
Beijing Global Safety Technology Co.Ltd(300523)
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 meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V party branches Chapter VI board of directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Section III Special Committee of the board of Directors 32 Chapter VII president and other senior managers Chapter VIII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-nine
Section II Internal Audit forty-one
Section III appointment of accounting firm Chapter X notice Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 45 Chapter XIII Supplementary Provisions forty-five
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
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.
The company is established by Beijing chen’an Weiye Technology Co., Ltd. in accordance with the law; The company was registered in Haidian Branch of Beijing Administration for Industry and Commerce and obtained the business license of enterprise legal person (Unified Social Credit Code: 91110108783233053a).
With the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on June 29, 2016, the company issued 20 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”) on July 26, 2016.
Article 3 registered name of the company:
Chinese Name: Beijing Global Safety Technology Co.Ltd(300523)
English Name: Beijing Global Safety Technology Co., Ltd
Article 4 company domicile: 305, floors 1-5, building 1, yard 3, fengxiu Middle Road, Haidian District, Beijing, postal code: 100094.
Article 5 the registered capital of the company is RMB 232637638.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 all the capital of the company is 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 9 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, carries out party activities, establishes the party’s working organization, allocates all party affairs staff, and ensures the working funds of the party organization. Article 10 from the effective date, the articles of association 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the executive president, vice president, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: give full play to the company’s talent and technical advantages, based on the world’s new technology industry fields such as public safety and emergency response, nuclear safety and emergency response, constantly develop and transform scientific and technological achievements, become a high-tech enterprise with high-end technology and economies of scale, serve the country’s economic construction and the world’s public security.
Article 13 after being registered according to law, the business scope of the company includes: technology development, technology services, technology promotion, technology consulting and technology transfer; Basic software services, application software services, computer system integration; Sales of computers, software and auxiliary equipment, mechanical equipment, safety technology and prevention products, self-developed products and automobiles; Technology import and export, goods import and export, agency import and export; Surveying and mapping services; The second type of value-added telecommunications services. (enterprises shall independently choose business items and carry out business activities according to law; class II value-added telecommunications services and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares. The company may issue preferred shares in accordance with laws, regulations and normative documents.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB.
The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “securities registration authority”).
The company is changed from a limited liability company to a joint stock limited company. Promoters of the company and their subscription
Serial no. Name or name of initiator number of shares contribution method shareholding ratio
(10000 shares)
1. Qingkong Venture Capital Co., Ltd. 1609.6154 net assets converted into shares 26.82692%
2 Xuanyuan Group Industrial Development Co., Ltd. 1037.8845 net assets converted into shares 17.29808%
3. Tianjin Chenyuan century science and Trade Co., Ltd. 983.6538 net assets converted into shares 16.39423%
4 Tsinghua Tongfang Co.Ltd(600100) 675.0000 net assets converted into shares 11.25000%
5. Shanghai Ruiwei Railway Technology Co., Ltd. 5.4 million net assets converted into shares 9.00000%
6. Wuhan Optical Valley Fenghuo technology venture capital 2250000 net assets converted into shares 3.75000% Co., Ltd
7. Beijing zhongzi Shunjing Venture Capital Co., Ltd. 1.8 million net assets converted into 3.00000% shares
8. Yue Jianming’s net assets of 150.000 are converted into shares by 2.50000%
9. Anhui Kungang venture equity investment partnership 1.2 million net assets converted into 2.00000% shares (limited partnership)
10. Shenshifei 30.6592 net assets converted into shares 0.51099%
11 Liu Yi 10.2196 net assets converted into shares 0.17033%
12 Chen Tao 6.6438 net assets converted into shares 0.11073%
13 Chen Tao 6.6428 net assets converted into shares 0.11071%
14 shuxueming 6.6428 net assets converted into shares 0.11071%
15. Yang Rui 6.6428 net assets converted into shares 0.11071%
16 sun Zhanhui 6.6428 net assets converted into shares 0.11071%
17 Liang Guanghua 4.5988 net assets converted into shares 0.07665%
18 Xiao Xianqi 40.8792 net assets converted into shares 0.68132%
19 Li Zhenrong 41.9011 net assets converted into shares 0.69835%
20 Wu Xiaoyan 17.3734 net assets converted into shares 0.28956%
21. Yang Yunsong’s net assets of 120.000 are converted into shares by 2.00000%
22 Xue Xingyi 1.2 million net assets converted into shares 2.00000%
23 Xue Haipeng’s net assets of 600000 shares converted into 1.00000%
Total 6000-100%
Article 17 the total number of shares of the company is 232637638. The share capital structure of the company is: 232637638 ordinary shares, with a par value of RMB 1 per share.
Article 18 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 19 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 20 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 21 under the following circumstances, the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association:
(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 plan or equity incentive;
(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) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not purchase the shares of the company
