Sansheng Intellectual Education Technology Co.Ltd(300282)
constitution
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.
Article 2 the company is a joint stock limited company established by Beijing HuiGuan New Technology Co., Ltd. in accordance with the company law and other relevant regulations, which is converted into shares according to the book net asset value and changed as a whole. The company is established in the form of sponsorship, registered with Beijing municipal market supervision administration and obtained a business license. The unified social credit code of the company is 91110000754166859u.
Article 3 with the approval of the China Securities Regulatory Commission on December 8, 2011, the company issued [11.51 million] RMB ordinary shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on December 29, 2011.
Article 4 company name: Sansheng Intellectual Education Technology Co.Ltd(300282) (hereinafter referred to as “the company”) full English Name: Sansheng Intellectual Education Technology Co., Ltd. Article 5 company domicile: 101601, 6 / F, building 21, Yuandong District, No. 10, northwest Wangdong Road, Haidian District, Beijing
Article 6 the registered capital of the company is RMB [374306455].
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 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, CEO and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, CEO and other senior managers. Article 11 The term “other senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and other senior managers appointed by the board of directors.
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 business purpose of the company: Based on industry and linked by capital, provide a career stage for operation and management talents and an incubation platform for scientific and technological entrepreneurship and innovation talents, and finally build the company into a mass innovation platform for talent entrepreneurship and scientific and technological innovation, so as to create maximum value for shareholders and employees.
Article 14 the business scope of the company: computer and electronic equipment, computer software technology development, technical consultation, technology transfer and technical services; Sales of communication equipment, computers, software and auxiliary equipment; Computer system services; Import and export of goods, technology and agent import and export; Asset management; Project investment; Investment management; Production of computer and electronic equipment and communication equipment (not carrying out business activities in Beijing); Educational consultation (except intermediary services); Software development; Organize cultural and artistic exchange activities (excluding commercial performances); Undertake exhibition activities; Property rental.
The business scope of the company shall be subject to the business scope approved by the company registration authority.
Chapter III shares
Section 1 share issuance
Article 15 the shares issued by the company are ordinary shares; The shares issued by the company to the promoters and legal persons are registered 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; The par value of each share is 1 yuan. Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 all promoters of the company convert the net assets corresponding to the equity of Beijing HuiGuan New Technology Co., Ltd. held by them as of May 31, 2009 into 32000000 shares of the company, and the part greater than the share capital is included in the capital reserve of the company.
The name of the company’s promoters, the number of shares converted from their net assets and the corresponding shareholding ratio are as follows:
Number of shares held by sponsors (shares) shareholding ratio (%)
Beijing danbei Investment Co., Ltd. 1712000053.50
Ye Xinlin 672 Shenzhen Kaifa Technology Co.Ltd(000021) .00
Liu Jianjun 624 Shenzhen Cereals Holdings Co.Ltd(000019) .50
Zou Zhenzhong 225 Shenzhen Sdg Information Co.Ltd(000070) 3125
Wu Zhenyu 225 Shenzhen Sdg Information Co.Ltd(000070) 3125
Chow Kwong Road 1 Shanghai Pudong Development Bank Co.Ltd(600000) .50
Jiang Yousu 1 Shanghai Pudong Development Bank Co.Ltd(600000) .50
Shi Linying 1 Shanghai Pudong Development Bank Co.Ltd(600000) .50
Zhai Lifu 1 Shanghai Pudong Development Bank Co.Ltd(600000) .50
Zhang Haibing 1 Shanghai Pudong Development Bank Co.Ltd(600000) .50
Tang Haibo 1200000.375
Zhang Weizheng 1200000.375
Li Zhenyu 1000000.3125
Dai Fuqiang 110 Digital China Group Co.Ltd(000034) 375
Wang Xiaohong 7 China Vanke Co.Ltd(000002) 1875
Zhou Hanying 5 Ping An Bank Co.Ltd(000001) 5625
Wang Xiaoxue 5 Ping An Bank Co.Ltd(000001) 5625
Lee wavelet 5 Ping An Bank Co.Ltd(000001) 5625
Total 320 Ping An Bank Co.Ltd(000001) 00
Article 20 the total number of shares of the company is [374306455], all of which are ordinary shares in RMB.
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 administrative 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as 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) the 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.
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 purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to 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.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one 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 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. For the interests of the company, the shareholders have the right to bring a lawsuit directly to the people’s court in the name of the company within the above-mentioned time limit.
The board of directors of the company does not comply with
