constitution
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-two
Section I financial accounting system thirty-two
Section II Internal Audit thirty-five
Section III appointment of accounting firm 35 Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation 38 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty
Runjian Co.Ltd(002929) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Runjian Co.Ltd(002929) (hereinafter referred to as “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 the company is a joint stock limited company established by an overall change of a limited liability company in accordance with the company law and other relevant provisions.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on February 2, 2018, the company issued 55186600 ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on March 1, 2018.
Article 4 registered name of the company: Runjian Co.Ltd(002929) ;
Article 5 domicile of the company: Room 501, building D7, phase I, China ASEAN science and technology enterprise incubation base, No. 1, headquarters Road, XiXiangTang District, Nanning.
Article 6 the registered capital of the company before the initial public offering is RMB 165.559747 million, and the registered capital after the initial public offering is RMB 220.746347 million.
If the total registered capital of the company is changed due to the increase or decrease of registered capital, the board of directors may be authorized to go through the registration procedures for the change of registered capital through a resolution approving the increase or decrease of registered capital adopted by the general meeting of shareholders.
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, 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other personnel recognized by the board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to pursue the material and spiritual happiness of all employees and become a reliable comprehensive service provider in the information industry.
Article 13 after registration according to law, the business scope of the company is: after registration according to law, the business scope of the company is: licensed projects: basic telecommunications business; Fire technical services; Building intelligent system design; Installation, transformation and repair of special equipment; Lightning protection device detection; Installation, maintenance and test of power transmission, power supply and receiving facilities; Construction project construction; Construction engineering design; Construction labor subcontracting; Surveying and mapping services; General aviation services; Wholesale of publications; Retail of publications; Sales of class III medical devices, production of class III medical devices and operation of class III medical devices (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: information system integration services; Software development; Internet data services; Data processing and storage support services; Technical consulting service of artificial intelligence public service platform; Internet of things technical services; Information system operation and maintenance services; Network technology services; 5g communication technology service; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Asset management services invested by self owned funds; Design and construction services of safety technology prevention system; Human resources services (excluding professional intermediary activities and labor dispatch services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information technology consulting services; Engineering management services; Education consulting services (excluding education and training activities involving license approval); Planning and design management; Advertising design and agency; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of mobile terminal equipment; Sales of information security equipment; Retail of computer software, hardware and auxiliary equipment; Sales of special teaching instruments; Charging pile sales; Sales of power facilities and equipment; Sales of mechanical equipment; Repair of communication equipment; Sales of communication equipment; Battery manufacturing; Battery sales; Wholesale of hardware products; Sales of electronic products; Network equipment sales; Sales of optical communication equipment; Instrument repair; Instrument sales; General equipment repair; Digital video surveillance system sales; Sales of mechanical and electrical equipment; Integrated circuit sales; Software sales; Sales of intelligent basic manufacturing equipment; Sales of security equipment; Metal structure sales; Sales of intelligent power transmission and distribution and control equipment; Sales agent; Sales of refrigeration and air conditioning equipment; Manufacturing of refrigeration and air conditioning equipment; Manufacture of transformers, rectifiers and inductors; Technology import and export; Import and export of goods; Mechanical equipment leasing; Engaging in investment activities with its own funds; Engineering and technical research and test development; Intelligent unmanned aerial vehicle manufacturing; Sales of intelligent unmanned aerial vehicles; Manufacturing of optical communication equipment; Sales of radio and television transmission equipment; Sales of mobile communication equipment; Sales of class II medical devices and production of class II medical devices (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
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.
Article 16 the par value of the shares issued by the company is 1 yuan per share, and the par value is indicated in RMB.
Article 17 the total number of shares after the completion of the company’s initial public offering is 220746347 shares, all of which are ordinary shares. The shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 18 when the company is established, the promoters and the number and proportion of shares subscribed by them are as follows:
No. initiator name / name number of shares (shares) shareholding ratio (%)
1 Li Jianguo 71134744 45.37
2 Wang Xianchu 47423163 30.24
3 Guangxi weikedeli Investment Management Center (Co., Ltd.) 12401455 7.91
Partnership)
4 Ningbo zhongzejiameng equity investment partnership 6271999 4.00
(limited partnership)
5 Cui Fang 5456640 3.48
6 Suzhou rongande Investment Management Center (4704000 yuan)
(partner)
7 Beijing jinfenghuang Investment Management Center (4704000 yuan)
(partner)
No. initiator name / name number of shares (shares) shareholding ratio (%)
8 Zhejiang yanxincheng Co., Ltd. 2979201 1.90
9 Zheng Zhishu 1724798 1.10
Total 156800000 100.00
Article 19 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 20 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its registered 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 21 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 22 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company;
(IV) a shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 23 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 24 the company’s acquisition of its shares due to items (I) to (III) of Article 22 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 22, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months.
The shares of the company purchased by the company in accordance with item (III) of Article 22 of the articles of association will not exceed 5% of the total issued shares of the company; The funds used for acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law.
Article 26 the company does not accept the company’s shares as the subject matter of the pledge.
Article 27 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 shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; And shall not transfer its shares in the company under the following circumstances:
(I) the company’s shares held within 1 year from the date of listing and trading of the company’s shares;
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