Kaiyuan Education Technology Group Co.Ltd(300338)
constitution
April, 2002
catalogue
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 3 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 the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers 36 Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors 38 Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system 39 section II Internal Audit Section III appointment of accounting firm Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 45 dissolution and liquidation Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-eight
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.
The company is a limited liability company (hereinafter referred to as “the company”) established in accordance with Article 2 of the company law.
The company was wholly changed and established by Changsha Kaiyuan Instrument Co., Ltd. on September 19, 2010, registered with Changsha market supervision administration and obtained a business license with the business license number of 430194 Ping An Bank Co.Ltd(000001) 215. Article 3 with the approval of China Securities Regulatory Commission on June 13, 2012, the company issued 15 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on July 26, 2012.
Article 4 registered name of the company
Full Chinese Name: Kaiyuan Education Technology Group Co.Ltd(300338)
Full English Name: Kaiyuan Education Technology Group Co., Ltd
Article 5 domicile of the company: No. 172, Kaiyuan Road, Changsha Economic and Technological Development Zone.
Postal Code: 410100
Article 6 the registered capital of the company is 339619692 yuan.
Article 7 the business term of the company is 50 years.
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 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 shall be legally binding on 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, the Secretary of the board of directors and the chief financial officer 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 is to provide customers with high-quality products and services, create benefits for shareholders, create a career platform for employees and create value for the society; Steady and pragmatic, breakthrough and innovation, market-oriented and customer-centered; Excellent quality, excellent service, advanced technology and standardized management; Customer first, win-win cooperation, pursuit of excellence and sustainable growth.
Article 14 business scope: education management; Educational consultation; Investment in education; Teaching detection and evaluation activities of all kinds of education; Technology development, technology transfer and technology training; Human resources training and services; Organization of training activities; Talent training; Provide intermediary services for studying abroad at their own expense; Retail of publications; Retail of audio-visual products, electronic and digital publications; Engage in Internet cultural activities; Radio and television program production; Internet information services; Operational value-added telecommunications services; Call center service; Application of artificial intelligence; Sales of computer software, computer-aided equipment, books and software; Organization of training activities; Organizing exhibitions and cultural and artistic exchanges; Conference services; Enterprise management consulting services; Vocational skill appraisal; get accommodation; Food and Beverages; Sales of general instruments and meters and electromechanical equipment; Trade advisory services; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) (the specific contents shall be subject to the approval and registration of the administrative department for Industry and Commerce)
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 is 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company and their number of shares and shareholding ratio are as follows:
No. name of initiator number of shares (10000 shares) shareholding ratio (%)
1. Luo Jianwen 15533981 388350
2. Luo Xudong 10591351 264786
3. Luo Huadong 10591351 264786
4. Wensheng 9.4145 0.2354
5. Peng Haiyan 9.4145 0.2354
6. Liu Jiangzhou 9.4145 0.2354
7. He Feng 9.4145 0.2354
8. He Jianjiang 9.4145 0.2354
9. Guo Jianfeng 9.4145 0.2354
10. Chen Fangchi 7.0609 0.1765
11. Wang Shuchun 7.0609 0.1765
12. Fu Dan 7.0609 0.1765
13. Roach 7.0609 0.1765
14. Luo Zhenyu 7.0609 0.1765
15. Liu Jiahong 7.0609 0.1765
16. Kang Yurong 7.0609 0.1765
17. Long ailing 7.0609 0.1765
18. Yeqishan 7.0609 0.1765
19. Wenguliang 4.7073 0.1177
20. Yi shunyong 7.0609 0.1765
21. Zhang Deqiang 7.0609 0.1765
22. Li Xueshi 7.0609 0.1765
23. Xiao Qiangya 7.0609 0.1765
24. Zhou Jiwen 7.0609 0.1765
25. Liu Changjiang 7.0609 0.1765
26. He Peng 7.0609 0.1765
27. Ding Baixiong 7.0609 0.1765
28. Chen Lin 7.0609 0.1765
29. Zeng Meiping 7.0609 0.1765
30. Wu Zhou 7.0609 0.1765
31. He Deqiang 7.0609 0.1765
32. Ouyunli 7.0609 0.1765
33. Huang Meng 7.0609 0.1765
34. Zheng Hengli 7.0609 0.1765
35. Fu Yongheng 7.0609
