Chapter One General Provisions
Article 1 To protect the legitimate rights and interests of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), shareholders, employees, and creditors, and to regulate the organization and behavior of the Company, these 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"), the "Guiding Opinions on the Articles of Association of Listed Companies" (hereinafter referred to as the "Guiding Opinions"), and other relevant laws and regulations.
Article 2 The Company is a joint-stock limited company established in accordance with the "Company Law" and other relevant regulations (hereinafter referred to as the "Stock Company" or the "Company").
Article 3 The Company is a joint-stock limited company established by Beijing Kunlun Tech Co., Ltd. (hereinafter referred to as "Kunlun Limited") through a whole-process transformation and by-establishment method; it has obtained a "Business License" with a unified social credit code of 91110000673814068U. The original rights and obligations of Kunlun Limited are assumed by the Company.
Article 4 Approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on January 4, 2015, the Company issued 70 million ordinary shares to the public for the first time and was listed on the Shenzhen Stock Exchange on January 21, 2015.
Article 5 The registered name of the Company is: Kunlun Tech Co., Ltd.
Full Chinese name: 昆仑万维科技股份有限公司
Abbreviated Chinese name: 昆仑万维
Full English name: Kunlun Tech Co., Ltd.
Company address: Room 320, Building 1, 46 Xizabupu Hutong, Dongcheng District, Beijing
Postal code: 100005
Article 6 The registered capital of the Company is RMB 128,503.4715 million.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The Chairman of the Board shall be the legal representative of the Company.
If the Chairman resigns, it shall be deemed that the legal representative has also resigned.
If the legal representative resigns, the Company shall appoint a new legal representative within thirty days from the date of resignation.
Article 9 Civil activities conducted by the legal representative in the name of the Company shall have legal consequences borne by the Company.
Restrictions on the powers of the legal representative stipulated in these Articles of Association or by the shareholders' meeting shall not be invoked against a bona fide third party.
If the legal representative causes harm to others in the performance of his duties, the Company shall bear civil liability. After bearing civil liability according to law or these Articles of Association, the Company may claim recourse against the legal representative at fault.
Article 10 The total assets of the Company are divided into equal shares. Shareholders shall be liable to the Company to the extent of their subscribed shares, and the Company shall be liable for its debts with all its assets.
Article 11 These Articles of Association shall, from the date of effectiveness, become a legally binding document regulating the organization and behavior of the Company, and the rights and obligations between the Company and shareholders, and between shareholders. It is a legally binding document for the Company, shareholders, directors, and senior management. According to these Articles of Association, shareholders can sue shareholders, shareholders can sue the Company's directors, general manager, and other senior management personnel, shareholders can sue the Company, and the Company can sue shareholders, directors, and general manager.
Article 12 Other senior management personnel as referred to in these Articles of Association shall mean the deputy general managers, the board secretary, and the financial controller of the Company.