Kyland Technology Co.Ltd(300353)
constitution
January 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general meeting of shareholders eight
Section III convening of the general meeting of shareholders nine
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders eleven
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors sixteen
Section 1 Directors sixteen
Section II board of Directors eighteen
Section III Secretary of the board of Directors twenty-one
Section IV Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-three
Section I supervisors twenty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit twenty-four
Section I financial accounting system twenty-four
Section II Internal Audit twenty-seven
Section III appointment of accounting firm Chapter IX notices and announcements twenty-seven
Section I notice twenty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation twenty-eight
Section 1 merger, division, capital increase and capital reduction twenty-eight
Section 2 dissolution and liquidation 29 Chapter XI special provisions on military matters Chapter XII amendment of the articles of Association 31 Chapter XIII Supplementary Provisions thirty-one
Kyland Technology Co.Ltd(300353)
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 (hereinafter referred to as “the company”) wholly changed and established by the former Beijing Dongtu International Communication Technology Co., Ltd. in accordance with the company law and other relevant provisions.
The company was established by way of initiation. Li Ping and Zhang Xuxia, all two shareholders of the former Beijing Dongtu International Communication Technology Co., Ltd., hold the shares of the company as the initiators of the company.
The company is registered with Beijing Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 91110000722614149.
Article 3 on August 8, 2012, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in document [2012] No. 1056 of China Securities Regulatory Commission, the company issued 13.4 million ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on September 27, 2012. Article 4 company name: Kyland Technology Co.Ltd(300353)
English Name: Kyland Technology Co., Ltd
Company nature: joint stock limited company
Article 5 company domicile: 901, 8th floor, building 2, yard 30, Shixing street, Shijingshan District, Beijing Postal Code: 100144.
Article 6 the registered capital of the company is 531234061 yuan.
Article 7 the business term of the company is a joint stock limited company with permanent existence, which shall be calculated from the date of issuance of the company’s business license.
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. A document legally binding on 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, and shareholders can sue the company; The company may sue shareholders, directors, supervisors, general manager and other senior managers. Article 11 the company shall not provide loans to directors, supervisors and senior managers directly or through subsidiaries.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the senior deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company: widely absorb social funds, establish and improve the company system, rely on scientific and technological progress, independent innovation, develop high-tech and high-quality products, improve economic and social benefits, and enable all shareholders to obtain reasonable returns.
Article 14 after being registered according to law, the business scope of the company is: producing electronic products; Technology development, technology transfer, technology promotion and technical services; Computer system service, computer graphic design and production; Sales of computers, software, auxiliary equipment and electronic products; Import and export of goods, technology and agent import and export; Organize cultural and artistic exchange activities (except performances); Undertake exhibition activities; Economic information consultation; IC layout design agent service.
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 kind 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, with RMB 1 per share. The total number of shares of the company is 531234061, all of which are ordinary shares.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “securities registration authority”).
Article 19 the total number of ordinary shares issued at the time of establishment of the company is 7.6 million shares, which are fully subscribed by all shareholders of the original Beijing Dongtu International Communication Technology Co., Ltd. as sponsors, accounting for 100% of the total number of ordinary shares that can be issued by the company.
The names of the promoters, the number of shares subscribed and the way of capital contribution are as follows:
Serial number name of initiator number of shares held contribution method contribution time
(shares)
1 Li Ping 6850000 net assets April 30, 2006
2 Zhang Xuxia 750000 net assets April 30, 2006
Article 20 the company may issue shares to domestic investors or foreign investors with the approval of the competent authority of the state.
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 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 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 stipulated 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:
(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 25 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares for the reasons specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
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 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.
Article 26 the company may repurchase shares in one of the following ways:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods stipulated by laws, administrative regulations and recognized by the CSRC.
Where the company purchases the shares of the company in accordance with 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.
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 and changes they hold in the company. 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 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 within 6 months after they buy them, or buy them again within 6 months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the sole agency purchase 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 holds a 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:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ 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 or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) 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;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
