古鳌科技: 公司章程（2025年6月）

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China and other relevant regulations [2][3] - The registered capital of the company is RMB 340,062,839 [3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 18.36 million shares on September 23, 2016 [2][3] Chapter 1: General Provisions - The company aims to protect the legal rights of the company, shareholders, and creditors, and to regulate its organization and behavior [2] - The company is registered in Shanghai and has a unified social credit code [2] - The company is a permanent joint-stock limited company [3] Chapter 2: Business Objectives and Scope - The company's business objectives include realizing self-value, promoting enterprise development, and advancing human progress [4] - The business scope includes the design, production, sales, and after-sales service of financial electronic devices, counterfeit currency detection devices, electronic monitoring equipment, and various technology services [4][6] Chapter 3: Shares - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [7] - The total number of shares issued by the company is 340,062,839, all of which are ordinary shares [7] - The company cannot provide financial assistance for the purchase of its shares [8] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, voting, and supervision of the company's operations [12] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [44] - The company must provide necessary conditions for shareholders to participate in meetings, including the option for online voting [19][81] Chapter 5: Proposals and Notifications for Shareholders' Meetings - Proposals must fall within the authority of the shareholders' meeting and comply with legal and regulatory requirements [53] - Shareholders holding more than 3% of shares can propose temporary proposals [54] - Notifications for meetings must include details such as time, location, and agenda [56] Chapter 6: Voting and Resolutions of Shareholders' Meetings - Ordinary resolutions require more than half of the voting rights present, while special resolutions require two-thirds [76] - The company must ensure that non-associated shareholders vote on related party transactions [80] - The company must provide a platform for online voting to facilitate shareholder participation [81]