Beijing Beijing Compass Technology Development Co.Ltd(300803) science and technology development
limited company
constitution
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
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 fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors nineteen
Section 1 Directors nineteen
Section 2 independent directors twenty-two
Section III board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty
Section I supervisors thirty
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-two
Section I financial accounting system thirty-two
Section II Internal Audit thirty-five
Section III appointment of accounting firm 35 Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement thirty-six
Section III merger, division, capital increase and capital reduction thirty-seven
Section 4 dissolution and liquidation 37 Chapter X amendment of the articles of Association 39 Chapter XI Supplementary Provisions thirty-nine
Beijing Compass Technology Development Co.Ltd(300803)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Compass Technology Development Co.Ltd(300803) (hereinafter referred to as “the company” or “the company”), shareholders and creditors and standardize the organization and behavior of the company, 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 laws and administrative regulations The articles of association are formulated in accordance with the provisions of departmental rules and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the provisions of the company law and relevant laws and regulations and approved by the notice on agreeing to establish Beijing Compass Technology Development Co.Ltd(300803) No. 28 [2001] of Beijing Municipal People’s government.
The company is established by way of sponsorship; Registered with Beijing Administration for Industry and commerce, obtained a business license and unified social credit code 911101087263410239.
Article 3 with the approval of China Securities Regulatory Commission on October 25, 2019, the company issued 56.9 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on November 18, 2019.
Article 4 registered name of the company: Beijing Compass Technology Development Co.Ltd(300803)
English Name: Beijing compass Technology Development Co., Ltd
Article 5 legal address of the company: Room 501, unit 1, building 2, courtyard 42, Qibei Road, Beiqijia Town, Changping District, Beijing
Postal Code: 102209
Article 6 the registered capital of the company is RMB 404999999.
Article 7 the company is a perpetual joint stock limited 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 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. Disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, it can be settled through litigation. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, and the company can 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 deputy general manager, the Secretary of the board of directors and the chief financial officer of the company.
Chapter II business purpose and business scope
Article 12 business purpose of the company: in accordance with national laws, regulations and other relevant regulations, in accordance with the principles of good faith and diligence, create value for the society with inventions and creations, meet market demand with high-tech products, repay all shareholders with the best profits, and support the sustainable and stable development of capital economy.
Article 13 after being registered according to law, the business scope of the company includes: technology development, technical service, technical consultation and technology transfer; Computer technology training; Designing, producing, acting and publishing advertisements; Organize cultural and artistic exchange activities; Enterprise planning and design; Public relations services; Undertake exhibition activities; Conference services; Computer system services; Data processing; Basic software services and application software services; Sales of computers, software and auxiliary equipment, mechanical equipment and electronic products; Retail books, newspapers, electronic publications and audio-visual products; Securities investment consulting business; Information service business in the second category of value-added telecommunications services (only Internet information services); Operating telecommunication business; Educational consultation (excluding intermediary services). (for projects approved according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments.) (the details shall be subject to those approved by the market supervision and administration department.) Chapter III shares
Section 1 issuance of shares
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 of the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd.
Article 18 when the company is established, the names of the promoters, the number of shares subscribed, the method and time of capital contribution are as follows:
Proportion of subscribed shares in shares name of sponsor contribution time contribution method (%)
(10000 shares)
Beijing Beijing Compass Technology Development Co.Ltd(300803) Securities Research Co., Ltd. 780 April 26, 2001 tangible and intangible assets, 30
Monetary Fund
Wang Zhijie 582.4 April 26, 2001 Monetary Fund 22.4
Sun Dexing 582.4 April 26, 2001 Monetary Fund 22.4
Chen Hao 455 April 26, 2001 Monetary Fund 17.5
Yang Xinyu 91 April 26, 2001 Monetary Fund 3.5
Zhang Chunlin 54.6 April 26, 2001 Monetary Fund 2.1
Sun Ming 54.6 April 26, 2001 Monetary Fund 2.1
Total 2600 100
Article 19 the total number of shares of the company is 404999999, all of which are ordinary shares.
Article 20 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 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 stipulated 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 stipulated in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be carried out through public centralized trading.
Article 25 the acquisition of shares of the company due to the circumstances specified in items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of Association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with the provisions of Article 23, 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. 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 3 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 shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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 29 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 proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, securities companies buy after-sales products due to underwriting
