China Greatwall Technology Group Co.Ltd(000066) articles of association of China Greatwall Technology Group Co., Ltd
(approved at the 77th meeting of the 7th board of directors of the company on January 15, 2022, which is the authorized matter deliberated and approved at the second extraordinary general meeting of shareholders in 2018)
January, 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 shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V Party committee of the company
Chapter VI board of directors
Section 1 directors
Section II board of directors
Chapter VII president and other senior managers
Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter IX democratic management of employees and labor and personnel system
Chapter X financial accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter XI notice and announcement
Section I notice
Section 2 Announcement
Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XIII special provisions
Chapter XIV amendment of the articles of Association
Chapter XV supplementary provisions
Chapter I General Provisions
Article 1 in order to standardize the organization and behavior of the company, adhere to and strengthen the comprehensive leadership of the party, improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of shareholders, companies and creditors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) The articles of association are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China and other laws, regulations and normative documents.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions.
The company was established by means of social fund-raising with the approval of the former National Economic System Reform Commission on April 30, 1997, Ti gaisheng (1997) No. 58 document; The company is registered with Shenzhen Administration for Industry and Commerce and has obtained a business license. The business license number is 4403011015247.
Article 3 on June 4, 1997, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company publicly issued 57 million RMB common shares to the public for the first time. Among them, 51.3 million domestic shares subscribed in RMB issued to domestic investors (excluding company employees) were listed on Shenzhen Stock Exchange on June 26, 1997; 5.453 million domestic shares subscribed in RMB issued to the company’s employees (excluding directors, supervisors and senior managers) were listed on Shenzhen Stock Exchange on December 26, 1997.
Article 4 registered name of the company:
Chinese Name: China Greatwall Technology Group Co.Ltd(000066)
English Name: China Greatwall Technology Group Co., Ltd
Article 5 domicile of the company: Great Wall computer building, science and Technology Industrial Park, Nanshan District, Shenzhen;
Postal Code: 518057
Article 6 the registered capital of the company is RMB 2940195936.
If the company changes its total registered capital due to the increase or decrease of its registered capital, after the general meeting of shareholders passes the resolution approving the increase or decrease of its registered capital, it shall pass a resolution on the amendment of the articles of association, and authorize the board of directors to go through the registration procedures for the change of its registered capital.
Article 7 the company is a permanent joint stock limited company.
Article 8 the president 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, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 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 from the date of entry into force. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers. Article 11 The term “other senior managers” as mentioned in the articles of association refers to the members of the Party committee, senior vice president, chief financial officer, Secretary of the board of directors and general legal adviser of the company.
Article 12 in accordance with the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, Party activities shall be carried out, the party’s working organization shall be established, party affairs staff shall be fully equipped and strengthened, and the working funds of the party organization shall be guaranteed. Article 13 the company adheres to the rule of law, establishes and implements the general legal adviser system, and strives to build a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding integrity.
Chapter II business purpose and scope
Article 14 the company’s business purpose: according to the national industrial policy, facing the international and Chinese markets, focusing on independent and controllable information security, industry informatization and military business, focusing on independent and controllable network security products, informatization key infrastructure and solutions, radio communication equipment and related electronic products, and vigorously developing high-tech industry; Give full play to the advantages of the company, build the company into a professional network security and information group company, contribute to the national economic construction and the development of socialist market economy, and maximize the interests of shareholders.
Article 15 after being registered according to law, the business scope of the company includes: technical development, production and application of computer software, hardware, terminals and their external equipment, network system and system integration, electronic products and parts, financial machines and tools, tax control machines and tools, measuring instruments, security products, mobile communication equipment, radiophones (mobile phones), communication and network products, digital audio and video products Processing, sales and after-sales service, and provide relevant technical and consulting services; Operate self-developed electronic publications, retail various software and electronic publications; Investment in industry (specific projects will be reported separately); Self operated import and export business (specifically implemented in accordance with Shenzhen Trade Ying Deng Zheng Zi No. 49); Leasing of fixed assets such as houses and equipment, property management and related services; China’s commercial and material supply and marketing industry (excluding franchised, specially controlled and franchised commodities).
(for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments; for projects that do not need permission (APPROVAL) according to laws and regulations, market entities can choose to operate independently.) The company may adjust its business scope and mode of operation in due time with the approval of relevant government departments according to the changes of foreign markets, business development and its own capabilities.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the total number of shares of the company is 2940195936. All the shares issued by the company are ordinary shares.
Article 21 the company or its subsidiaries (including its 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified in the articles of association.
Article 24 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Award shares to employees of the company;
（4） A shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 25 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 26 the company’s acquisition of the company’s shares due to items (1) to (3) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months.
The shares of the company purchased by the company in accordance with item (3) of Article 24 will not exceed 5% of the total issued shares of the company; The funds used for acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
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 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 and senior managers, as well as shareholders holding more than 5% of the company’s shares, sell their shares of the company within 6 months after purchase, or buy them again within 6 months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
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