constitution
April 2022
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 six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the 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 fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders twenty
Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors twenty-nine
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors thirty-six
Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-two
Section III appointment of accounting firm forty-two
Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hitevision Co.Ltd(002955) (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 in accordance with the company law, the regulations of the people’s Republic of China on the administration of the registration of market entities and other relevant provisions.
The company was established by way of sponsorship, registered with Beijing municipal market supervision and Administration Bureau, obtained a business license, and unified social credit Code: 91110108556883208u. Article 3 on April 26, 2019, the company issued 34.31 million RMB common shares (A shares) to the public for the first time and was listed on Shenzhen Stock Exchange on May 23, 2019 with the approval of CSRC’s zjxk [2019] No. 839 document.
Article 4 registered name of the company: Hitevision Co.Ltd(002955)
English Name: hitevision Co., Ltd
Article 5 company domicile: room c1104, block C, No. 9, Shangdi Third Street, Haidian District, Beijing, postal code: 100085
Article 6 the registered capital of the company is 233993066 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 the liability of the shareholders to the assets of the branch company shall be limited to the total amount of the company’s assets subscribed for by the shareholders.
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, general manager and other 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, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 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 13 the company’s business purpose: innovation driven and joint efforts. Rooted in China’s educational informatization and serving hundreds of millions of teachers and students; Look at the global technology industrialization and provide leading and excellent products. Create value for customers, create opportunities for employees, create benefits for shareholders, and promote industrial development and social progress.
Article 14 after being registered according to law, the business scope of the company is: technical development, technical consultation, technical service and technology transfer of software and multimedia interactive equipment; Computer technology training; Computer system integration; Sell self-developed software products; Economic information consultation; Conference services; Leased property; Technology import and export, goods import and export, agency import and export (not involving state-owned trade management commodities; if involving quota license management commodities, the application procedures shall be handled in accordance with the relevant provisions of the state) (for projects that need to be approved according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments).
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; The shares subscribed by any unit or individual shall be paid the same price 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 when the company is established, the promoters, the number of shares subscribed, the method and time of capital contribution are as follows:
Serial number name of initiator number of shares (shares) shareholding ratio contribution method contribution time example (%)
Hongdacheng Co., Ltd
（HONGFU
1 victory 2410752924.11 net assets converted into shares 2017.7.31 company
LIMITED）
2 Wang Jing 1957807719.58 net assets converted into shares July 31, 2017
3 Xing Zheng 1888864318.89 net assets converted into shares July 31, 2017
4 Zhang Shujiang 1678499716.78 net assets converted into shares July 31, 2017
Gongqingcheng FTV Entrepreneurship
5 investment management partnership 49400004.94 net assets converted into shares July 31, 2017 (limited partnership)
Hongyun (Tianjin) enterprise
6 Management Consulting Center (with 35647503.56 net assets converted into shares, limited partnership on July 31, 2017)
7 Zhao hongchan 14230551.43 net assets converted into shares July 31, 2017
Hongxiang (Tianjin) enterprise
8 Management Consulting Center (with 7129500.71 net assets converted into shares, limited partnership on July 31, 2017)
Eagle Group
9 business 99999910.00 net assets converted into shares 2017.7.31 Limited (Yingfa group)
Limited)
Total 100000000 —
Article 20 the total number of ordinary shares of the company is 23936.
Article 21 the company or its subsidiaries (including the company’s 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:
(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, other relevant provisions and the procedures stipulated 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) use shares to convert corporate bonds issued by the company that can be converted into shares; (VI) necessary for the 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.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, 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 paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
