Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares six
Section 1 share issuance six
Section II increase, decrease and repurchase of shares seven
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders seventeen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders twenty
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-nine
Section 1 Directors twenty-nine
Section II board of Directors thirty-three
Section III Special Committee of the board of Directors 38 Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-two
Section I supervisors forty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-four
Section I financial accounting system forty-four
Section II Internal Audit fifty
Section III appointment of accounting firm fifty
Chapter IX notices and announcements fifty-one
Section I notice fifty-one
Section II announcement fifty-two
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-two
Section 1 merger, division, capital increase and capital reduction fifty-two
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 55 Chapter XII Supplementary Provisions fifty-five
Beijing Quanshi World Online Network Information Co.Ltd(002995) articles of Association
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Beijing Quanshi World Online Network Information Co.Ltd(002995) (hereinafter referred to as “the company” or “the company”) and safeguard the legitimate rights and interests of the company, shareholders and creditors, 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”), the articles of association of the Communist Party of China and other relevant provisions.
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, with the shareholders of Beijing full-time Beijing Quanshi World Online Network Information Co.Ltd(002995) Network Information Co., Ltd. as the sponsors and the overall change of Beijing full-time Beijing Quanshi World Online Network Information Co.Ltd(002995) Network Information Co., Ltd. as a whole.
The company was registered with Dongcheng District market supervision administration of Beijing and obtained the business license (Unified Social Credit Code: 91110101783962889a).
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on June 12, 2020, the company issued 16170000 RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange” or “Shenzhen Stock Exchange”) on August 5, 2020.
Article 4 registered Chinese name of the company: Beijing Quanshi World Online Network Information Co.Ltd(002995)
English Name: Beijing Quanshi World Online Network Information Co., Ltd
Article 5 company domicile: No. 612, unit B, building 1, No. 28, Andingmen East Street, Dongcheng District, Beijing, postal code: 100007.
Article 6 the registered capital of the company is 913700 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 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 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 the company’s directors, supervisors, general manager and other senior managers, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
The senior managers mentioned in the articles of association refer to the general manager (also referred to as the “President”), the Deputy General Manager (also referred to as the “senior vice president” or “SVP”), the person in charge of Finance (also referred to as the “chief financial officer” or “CFO”) and the Secretary of the board of directors.
Article 11 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.
Chapter II business purpose and scope
Article 12 business purpose of the company: adhering to the enterprise value of “Heaven rewards diligence and down-to-earth”, the company takes creating value as its own responsibility, and aims to become the most reliable internet service organization in China.
Article 13 after being registered according to law, the business scope of the company is: performance brokerage; Production and operation of radio and television programs; Film distribution; Network culture management; Internet information services; Commercial performances. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: social and economic consulting services; Marketing planning; Development of artificial intelligence application software; Software development; Sale of gold and silver products; Furniture sales; Sales of daily necessities; Sales of personal hygiene products; Advertising production; Advertising design and agency; Food sales (only pre packaged food); Data processing services; Cultural and entertainment broker services; Education consulting services (excluding education and training activities involving license approval); Advertising; Organize cultural and artistic exchange activities; Conference and exhibition services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of household appliances; Sales of electronic products; Stationery retail; Cosmetics retail; Retail of sporting goods and equipment; Sales of knitwear and textiles; Clothing retail; Jewelry retail; Toy sales; Basic software development of artificial intelligence; Ticket agency service; Information consulting services (excluding licensed information consulting services); Internet sales (except sales of goods requiring license); Software sales; Digital culture creative software development; Information technology consulting services; Digital content production services (excluding publishing and distribution); Internet data services; China trade agent.
(except for the projects that need to be approved according to law, carry out business activities independently according to law with the business license) (shall not engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this city.)
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; The shares subscribed by any unit or individual shall be paid the same price 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 total number of shares of the company is 91.371 million, all of which are ordinary shares.
Article 19 when the company is established, the capital contributions of the promoters are as follows:
Serial number name or name number of shares subscribed contribution method shareholding ratio contribution time
1 xinyi’an 21184312 net assets converted into shares 47.08% September 25, 2015
2 Chen Hongxia 12357861 net assets converted into shares 27.46% September 25, 2015
3 Zhao Jianguang 5419243 net assets converted into shares 12.04% September 25, 2015
4 Beijing yimingtiandi investment 2700099 net assets converted into shares 6.00% September 25, 2015 (limited partnership)
5. Beijing Jianyuan Duxin Investment Co., Ltd. 2438452 net assets converted into shares by 5.42% September 25, 2015 (limited partnership)
6. In Beijing yifeitiandi investment, 900033 net assets were converted into shares by 2.00% September 25, 2015 (limited partnership)
Total 45000000 net assets converted into shares 100.00%
Article 20 the company shall establish a register of shareholders according to law and keep it at the company’s domicile.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company 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 the resolution of 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 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 and other relevant laws and the procedures specified in the articles of association.
Article 24 the company shall not purchase its own shares. However, except for one of the following circumstances: (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 acquire the shares of the company.
Where the company purchases its shares due to the circumstances in items (I) to (II) of the preceding paragraph, it shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of the preceding paragraph, 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 its shares in accordance with the provisions of paragraph 1 of this article, if it falls under the circumstances of 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 six 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.
Where a listed company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where a listed company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of this article, it shall do so through public centralized trading.
Article 25 the company may choose one of the following ways to acquire shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
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 shares of the company 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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; Changes in shares due to judicial enforcement, inheritance, legacy, legal division of property, etc., or no more than 1000 shares held by them; 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.
In addition to the above restrictions on share transfer, the directors, supervisors and senior managers of the company must abide by the commitments made by the company when applying for initial issuance and listing on share restriction arrangements, voluntary lock-in and extension of lock-in period.
Article 29 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall purchase the company’s shares or other equity securities for 6 months after purchase
