Bisen Smart Access Co.Ltd(301083) articles of Association
January 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 III share transfer Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions at the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section II board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms Chapter IX notice and announcement
Section I notice
Section 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
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 guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company” or “the company”) established in accordance with the company law and other relevant provisions.
The company is wholly changed and established by Jiangxi Baisheng door control equipment Co., Ltd. in the form of sponsorship, and the sponsors subscribe for all the shares to be issued by the company; Now it holds the business license with the unified social credit code of 913600007055083069 issued by Jiangxi market supervision and Administration Bureau.
Article 3 the company was approved by Shenzhen Stock Exchange on March 4, 2021 and registered by China Securities Regulatory Commission on August 2, 2021. It issued 44466667 ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on October 21, 2021.
Article 4 registered name of the company:
Chinese Name: Bisen Smart Access Co.Ltd(301083)
English Name: Jiangxi Baisheng Intelligent Technology Co., Ltd
Article 5 domicile of the company: No. 1220, xiaolanzhong Avenue, Xiaolan economic and Technological Development Zone, Nanchang County, Nanchang City, Jiangxi Province.
Postal Code: 330200
Article 6 the registered capital of the company is 177866667 yuan.
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, 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 and Secretary of the board of directors of the company
Chapter II business purpose and scope
Article 12 the company’s business purpose: to become China’s leading smart parking and smart Park solution provider with entrance and exit management system as the core, create value for customers and build harmony for the society. Article 13 after registration according to law, the business scope of the company is: parking lot project investment, parking lot construction project and parking lot operation; Various engineering construction activities, building intelligent engineering construction and electrical installation services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). R & D, manufacturing and sales of various automatic door openers, road gates, intelligent parking lot management equipment and management software, access gates, lifting columns, access control systems and other entrance and exit security equipment; Installation, maintenance and technical support of the above products and security intelligent system equipment; The export business of the above products and technologies and the import business of mechanical equipment, spare parts, raw and auxiliary materials and technologies required by the enterprise; Security equipment manufacturing and sales; Wholesale and retail of computer software, hardware and auxiliary equipment; Software development and sales; Internet of things equipment sales; Information system integration service; Intelligent control system integration; Manufacturing and sales of special equipment for traffic safety and control; Sales of electronic products (in addition to licensing business, it can independently operate projects not prohibited or restricted by laws and regulations)
Where the terms of the company’s business scope are not standardized, the company registration authority’s standardization and approval of registration in accordance with the preceding paragraph shall prevail.
When the business scope of the company is changed, it shall go through the change registration with the company registration authority according to law.
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.
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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company at the time of establishment are Liu rungen, Liu ziyao and Gong Weining. The number of shares subscribed and shareholding ratio of the promoters are:
No. name of initiator number of shares (10000 shares) shareholding ratio (%)
1 Liu rungen 6670.80 55.59
2 Liu ziyao 2713.20 22.61
3 Gong Weining 2616.00 21.80
Total 12000 100
Article 19 the total number of shares of the company is 177866667, and all shares issued by the company are ordinary shares in RMB.
Article 20 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 21 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 22 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 23 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） Award shares to employees of the company;
（4） A shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders.
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for safeguarding 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 24 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.
Article 25 the company’s acquisition of its shares under the circumstances specified in items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares under the circumstances specified in items (III), (V) and (VI), it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 23, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
Article 28 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; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 31 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered on the equity registration date are the shareholders enjoying relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall, in accordance with the requirements of the shareholder
