Yunding Technology Co.Ltd(000409)
constitution
(reviewed and approved by the 2021 annual general meeting of shareholders of the company on May 18, 2022)
May 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V party organization Chapter VI board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VII general manager and other senior managers Chapter VIII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit thirty-two
Section I financial accounting system thirty-two
Section II Internal Audit thirty-six
Section III appointment of accounting firm 36 Chapter X notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation 39 Chapter XII amendment of the articles of Association 40 Chapter XIII Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of Yunding Technology Co.Ltd(000409) (hereinafter referred to as “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”) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was approved by the Guangdong Provincial System Reform Commission and the Guangdong Provincial joint examination group for enterprise joint stock system pilot in the form of Yue Gu Shen Zi [1993] No. 38. It was established by raising funds, registered with Zhanjiang Administration for Industry and commerce, and obtained a business license with the business license number of [44000 Ping An Bank Co.Ltd(000001) 7958]. After the implementation of the company law, the company went through the registration formalities again in Guangdong Administration for Industry and commerce according to law.
Article 3 the company issued 21 million ordinary shares in RMB to the public for the first time on June 4, 1996 with the approval of the China Securities Regulatory Commission, and was listed on the Shenzhen Stock Exchange on June 27, 1996.
Article 4 registered name of the company:
Chinese Name: Yunding Technology Co.Ltd(000409)
English Name: Yunding Technology Co., Ltd
Article 5 the registered address of the company: room 1910, 19th floor, J3 office building, hi tech Wanda, No. 57-1, Gongye South Road, Jinan, Shandong Province. Postal Code: 250101.
Article 6 the registered capital of the company is 510931158 yuan.
Article 7 the company is a permanent joint stock company.
Article 8 the general manager 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 their shares, 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, managers and other senior managers of the company, and shareholders can sue the company; The company may sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, Secretary of the board of directors, chief financial officer and other personnel performing the same or similar duties as the above-mentioned personnel.
Chapter II business purpose and scope
Article 12 the business purpose of the company: adopt advanced technology and scientific management methods, improve the product quality of the company, actively develop new products, improve the market competitiveness of the company’s products, maximize the economic benefits of the company, and create a satisfactory economic return for all shareholders.
Article 13 with the approval of the company registration authority, the business scope of the company is: general projects: software development; Network technology services; Internet data services; Intelligent control system integration; Information system integration service; Information technology consulting services; Internet of things technology services; Engineering and technical research and test development; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Manufacturing of computer software, hardware and peripheral equipment; Manufacturing of communication equipment; Sales of communication equipment; Network equipment manufacturing; Network equipment sales; Sales of electronic products; Satellite communication services; Satellite navigation services; Integrated application system integration of satellite technology; Manufacturing of special instruments for navigation, surveying and mapping, meteorology and ocean; Manufacturing of navigation terminal; Navigation terminal sales; Manufacturing of intelligent on-board equipment; Sales of intelligent vehicle mounted equipment; Manufacture of radar and supporting equipment; Satellite mobile communication terminal manufacturing; Satellite mobile communication terminal sales; Manufacturing of terminal test equipment; Sales of terminal test equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of special equipment for oil refining and chemical production; Sales of mechanical parts and components; Sales agent; Metal ore sales; Beneficiation; Asset management services invested by self owned funds; Engaging in investment activities with its own funds; Industrial engineering design services (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license): Sales of special products for computer information system security; Mining of mineral resources (non coal mines); Construction project construction; Electrical installation services; Construction professional operation; Construction labor subcontracting; Construction project supervision; Construction engineering design; Building intelligent system design (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).
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 registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Article 18 the company, formerly known as “Guangdong Huali Industrial Group Co., Ltd”, was jointly initiated and established by Guangdong Huali Industrial Group Co., Ltd., Anhui Huaxia new technology development consulting company and Wuchuan down factory in March 1993.
Article 19 the total number of shares of the company is 510931158, and the capital structure of the company is: 510931158 ordinary shares, without other types of shares.
Article 20 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 21 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 22 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 specified in the articles of association.
Article 23 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.
Article 24 Where a company purchases shares of the company, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company purchases the shares of the company due to the circumstances specified in items (I), (II) and (IV) of Article 23, it can be carried out through public centralized trading, offer or other methods approved by the CSRC; If the company’s shares are purchased under the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be carried out through public centralized trading.
Article 25 Where the company purchases shares of the company due to the circumstances specified in items (I) and (II) of Article 23, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors.
If the company purchases the company’s shares in accordance with Article 23, which 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 6 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
Article 28 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 term of office, 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 one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company they hold within six months after their resignation.
Article 29 the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the listed company sell the shares or other equity securities of the company they hold within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the six-month time limit.
The stocks or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph include stocks 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. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding the same kind of shares shall enjoy the same rights and bear the same obligations.
Article 31 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, the board of directors or the convener of the general meeting of shareholders shall determine a certain date as the equity registration date, and the shareholders registered after the closing of the equity registration date shall be the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, participate in or appoint agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions
