Huaxun Fangzhou Co.Ltd(000687) articles of Association
February, 2002
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 four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
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 II board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-seven
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit twenty-nine
Section I financial accounting system twenty-nine
Section II Internal Audit thirty-two
Section III appointment of accounting firm 32 Chapter IX notices and announcements thirty-three
Section I notice thirty-three
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation Chapter XI amendment of articles of Association 36 Chapter XII Supplementary Provisions thirty-six
(reviewed and approved by the 29th meeting of the 8th board of directors held on December 10, 2021, and approved by the company in 2022)
(reviewed and approved by the first extraordinary general meeting of shareholders in 2022 held on February 10, 2012.)
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 (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company. Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was approved by the joint-stock Leading Group Office of the people’s Government of Hebei Province in the “reply on agreeing to prepare for the establishment of Baoding Shandong Swan Cotton Industrial Machinery Stock Co.Ltd(603029) Co., Ltd.” (JGB (1996) No. 39) and was established by raising funds; Registered with the Administration for Industry and Commerce of Hebei Province and obtained the business license. The business license number is 1300001000488 and the unified social credit code is 9113000010436487xc.
Article 3 with the approval of China Securities Regulatory Commission on January 15, 1997, the company issued 75 million ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on February 21, 1997.
Article 4 registered name of the company: Huaxun Fangzhou Co.Ltd(000687)
English Name: Huaxun Fangzhou Co., Ltd
Article 5 company domicile: A8 floor, zhongkonaneng building, No. 06, Yuexing 6th Road, high tech Zone community, Yuehai street, Nanshan District, Shenzhen.
Postal Code: 518000
Article 6 the registered capital of the company is RMB 757368462.
Article 7 the company is a permanent 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. 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: carry forward the core values of responsibility, guidance and breakthrough, actively promote the modern information construction of national defense and society, strive to grow into a world leading international comprehensive defense service provider, and create the best social benefits while seeking the maximum economic benefits for investors.
Article 13 registered according to law, the business scope of the company is: R & D, production and sales of electrical equipment, photoelectric mechanical equipment, special meteorological instruments and electronic products; Software product development, sales and maintenance services; Technical research and development of satellite communication technology and network technology; Import and export of goods and technology; Information system integration services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III shares
Section 1 share issuance
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 issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the initiator of the company is Hengtian Fiber Group Co., Ltd. The way and time of capital contribution: it was exclusively initiated by Hengtian Fiber Group Co., Ltd. and converted into shares based on the total operating net assets after evaluation. The time of capital contribution was September 30, 1996.
Article 19 the total number of shares of the company is 757368462, and the capital structure of the company is: 757368462 ordinary shares, without other types of 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 prescribed 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) if the shareholders’ meeting requests the company to be divided, they have objections to the company’s share acquisition;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for the superior company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt resolutions 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 paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in 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 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, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances specified by the securities regulatory authority under the State Council, the time limit for selling the shares is not subject to six months.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
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 30 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 31 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the equity, 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 32 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;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the shareholders to vote within 60 days from the date of making the resolution
