Linewell Software Co.Ltd(603636)
constitution
Adopted at the founding meeting and the first general meeting of shareholders on February 18, 2011
Revised for the first time at the 2013 annual general meeting on June 27, 2014
Revised for the second time at the 2014 annual general meeting of shareholders on June 29, 2015
Revised at the third session of the second extraordinary general meeting of shareholders in 2015 on November 16, 2015
The fourth revision of 2015 annual general meeting of shareholders on May 31, 2016
The fifth revision of 2016 annual general meeting of shareholders on March 22, 2017
On August 23, 2017, the sixth revision of the first extraordinary general meeting of shareholders in 2017
On February 27, 2018, the Seventh Amendment of the first extraordinary general meeting of shareholders in 2018
Revised at the 8th annual general meeting of shareholders 2017 on April 20, 2018
September 25, 2018 revised at the 9th extraordinary general meeting of shareholders in 2018
The 10th Revision of 2018 annual general meeting of shareholders on May 6, 2019
On January 20, 2020, the 11th revision of the first extraordinary general meeting of shareholders in 2020
Revised at the 12th annual general meeting of shareholders in 2019 on May 29, 2020
Revised at the 13th extraordinary general meeting of shareholders in 2020 on July 21, 2020
Revised at the 14th annual general meeting of shareholders in 2020 on May 12, 2021
Revised at the 15th annual general meeting of shareholders in 2021 on May 18, 2022
Quanzhou, China
May, 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 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 Chapter V board of directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors 38 Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm forty-four
Chapter IX notices and announcements Section I notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 47 Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions forty-nine
Linewell Software Co.Ltd(603636) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Linewell Software Co.Ltd(603636) (hereinafter referred to as “the company” or “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 and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and the measures for the administration of initial public offering and listing.
The company is a joint stock limited company that is changed as a whole by way of initiation and establishment; The company is registered with Quanzhou market supervision administration and now holds a business license with a unified social credit code of 91350000743817927g.
Article 3 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, establishes the working organization of the party, and is equipped with party affairs staff. The establishment and staffing of the party organization are included in the management organization and staffing of the company, and the working funds of the party organization are included in the company budget and disbursed from the management expenses of the company. The Party committee plays a political core role in the company.
Article 4 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 10, 2014, the company issued 25 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”) on December 30, 2014.
Article 5 registered name of the company
Chinese Name: Linewell Software Co.Ltd(603636)
English Name: linewell Software Co., Ltd
Article 6 the industrial and commercial registration address of the company is building 2, Nanwei building, Fenghai Road, Fengze District, Quanzhou City, Fujian Province, postal code 362000.
Article 7 the registered capital of the company is 590793578 yuan (unit: RMB, the same below).
Article 8 the business term of the company is 50 years.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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 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 12 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 13 business purpose of the company: the company adheres to the enterprise spirit of integrity, responsibility, efficiency and innovation, takes customers as the center, and is committed to becoming a world-class great science and technology group to maximize the interests of employees, shareholders and society.
Article 14 after registration according to law, the business scope of the company: general items: software development; Computer system services; Internet security services; Network and information security software development; Information system integration service; Intelligent control system integration; Technical consulting service of artificial intelligence public service platform; Information technology consulting services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of information security equipment; Filing service. (except for the projects subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed projects: building intelligent system design; Intelligent building construction; Technology import and export; Import and export of goods; Surveying and mapping services; The second category of telecom value-added services; Internet information services. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of 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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the names of the promoters of the company, the number of shares subscribed and the time of capital contribution are as follows:
Unit: shares
Serial number name or name of initiator number of shares subscribed time of contribution
1 Wu Zhixiong 57305250 December 31, 2010
2 Tianjin Kaixin Jinpeng equity investment fund partnership (limited 7448250, 2010 / 12 / 31 partnership)
3 Fuzhou Jin’an District Dehong JIAYE Investment Center (limited partnership)
4 Fujian Yingke growth venture capital Co., Ltd. 2250000 December 31, 2010
Serial number name or name of initiator number of shares subscribed time of contribution
5 Xiamen Dongfang HuiFu equity investment partnership (2250000, 2010 / 12 / 31 partnership)
6 pan Xinjin 699000 December 31, 2010
7 Liao Changbao 279750 December 31, 2010
8 Hou Jigong 210000 December 31, 2010
9 Wu Liqing 210000 December 31, 2010
10 Zheng Jincong 210000 December 31, 2010
11 fan Weimin 140250 December 31, 2010
12 Huang Wenfeng 140250 December 31, 2010
13 Wu Yanchuan 140250 December 31, 2010
14 you Jianyou 140250 December 31, 2010
15 Zhang Pengcheng 140250 December 31, 2010
16 Du Jianchun 84000 December 31, 2010
17 Gao Wenren 70500 December 31, 2010
18 he Xiqing 70500 December 31, 2010
19 Wu Wenxuan 70500 December 31, 2010
20 Lai lipao 42000 December 31, 2010
21 Liu Shaojun 42000 December 31, 2010
22 Cai Zhong 28500 December 31, 2010
23 Xu Huiqi 28500 December 31, 2010
Article 20 the total number of shares of the company is 590793578, all of which are ordinary shares in RMB, with a par value of 1 yuan per share.
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 resolutions made by the general meeting of shareholders:
(Ⅰ)
