Chapter 1 General Provisions
Article 1 To protect the legitimate rights and interests of Kunlun Tech Co., Ltd. (hereinafter referred to as the "Company"), its shareholders, employees, and creditors, and to regulate the organization and conduct 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 "Guidance on Articles of Association for Listed Companies," the "Rules Governing the Listing of Stocks on the Growth Enterprise Market of the Shenzhen Stock Exchange," the "Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited" (hereinafter referred to as the "Hong Kong Listing Rules"), the "Securities and Futures Ordinance" (Cap. 571 of the Laws of Hong Kong) (hereinafter referred to as the "Securities and Futures Ordinance"), the "Securities (Electronic Securities Market) Rules" (Cap. 571AS of the Laws of Hong Kong) (hereinafter referred to as the "Electronic Securities Market Rules"), 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 way of promotion. It has obtained a "Business License" with a unified social credit code of 91110000673814068U. All rights and obligations of Kunlun Limited are inherited by the Company.
Article 4 On January 4, 2015, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") to issue 70 million ordinary shares to the public for the first time, and was listed on the Growth Enterprise Market of the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE") on January 21, 2015. The shares issued by the Company and listed on the SZSE are hereinafter referred to as "A Shares."
The Company, upon filing with the CSRC on [Month] [Day], [Year], and obtaining approval from The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Stock Exchange") on [Month] [Day], [Year], issued [Number] overseas-listed foreign shares for the first time, and was listed on the Main Board of the Hong Kong Stock Exchange on [Month] [Day], [Year]. The shares issued by the Company and listed on the Hong Kong Stock Exchange are hereinafter referred to as "H Shares."
Article 5 Company registered name: 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
English name: Kunlun Tech Co., Ltd.
Company address: Room 320, Building 1, No. 46 Xizabudong Hutong, Dongcheng District, Beijing
Postal code: 100005
Article 6 The registered capital of the Company is RMB [Amount] ten thousand yuan.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The Chairman of the Board is the legal representative of the Company.
If the Chairman resigns, it is deemed that the legal representative also resigns simultaneously.
If the legal representative resigns, the Company shall appoint a new legal representative within thirty days from the date of resignation.
Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company.
Any restriction on the powers of the legal representative set forth in these Articles of Association or by the shareholders' meeting shall not be asserted against a bona fide third party.
If the legal representative causes damage to others while performing his duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek recourse from the legal representative who is at fault in accordance with the provisions of laws or these Articles of Association.