Avic Xi’An Aircraft Industry Group Company Ltd(000768) articles of Association
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 held on December 23, 2021)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section II board of directors
Section III special committees of the board of directors Chapter VI managers and other senior managers
Section I General Manager
Section II Secretary of the board of directors
Section III other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Party committee Chapter IX democratic management of employees and labor personnel system Chapter X special provisions on military matters Chapter XI financial accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms Chapter XII notice and announcement
Section I notice
Section 2 announcement Chapter 13 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation Chapter 14 amendment of the articles of Association chapter 15 supplementary provisions
Chapter I General Provisions
Article 1 to establish Avic Xi’An Aircraft Industry Group Company Ltd(000768) (hereinafter referred to as “the company”) ）The legal status of the company, standardize the organization and behavior of the company, adhere to and strengthen the comprehensive leadership of the party, adhere to the corporate governance mechanism of statutory rights and responsibilities, transparent rights and responsibilities, coordinated operation and effective checks and balances, improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics, and protect the legitimate rights and interests of the company, shareholders and creditors, 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”), the law of the people’s Republic of China on state owned assets of enterprises and other relevant laws, regulations, rules and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by raising funds with the approval of the National Economic System Reform Commission (SGS [1997] No. 50 document); Registered with Xi’an market supervision and Administration Bureau, obtained a business license and unified social credit Code: 916100002942059830.
Article 3 with the approval of China Securities Regulatory Commission on June 6, 1997, the company issued 60 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on June 26, 1997.
Article 4 registered name of the company:
Full Chinese Name: Avic Xi’An Aircraft Industry Group Company Ltd(000768)
Full English Name: AVIC Xi’an Aircraft Industry Group Company Ltd
Article 5 company domicile: No. 1, Xifei Avenue, Yanliang District, Xi’an City, Shaanxi Province
Postal Code: 710089
Article 6 the registered capital of the company is RMB 2768645071.
Article 7 the company is a permanent joint stock limited company.
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, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 the company shall accept the supervision and management of state organs and competent institutions in accordance with the relevant provisions of the state on the supervision and administration of state-owned assets, and strengthen the rigid financial constraints of state-owned enterprises. The company actively participates in the market competition, the survival of the fittest in the market competition, and tamps the dominant position in the market.
Article 11 the company and its subsidiaries at all levels shall be converted into state-owned capital reserve or state-owned equity after receiving national technical transformation project investment and state allocated fund investment to form state-owned assets, which shall be enjoyed by AVIC alone.
Article 12 the decision on the change of ownership or use of key military equipment and facilities involving military scientific research and production capacity shall be subject to the approval of the competent department of national defense science, technology and industry before performing the relevant legal procedures.
Article 13 the company shall establish a complete military product quality assurance system and accept the supervision and inspection of military product quality by military representatives.
Article 14 according to the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, carries out party activities, establishes the party’s working organization, and is equipped with a sufficient number of party affairs staff to ensure the working funds of the party organization.
Article 15 the company shall carry out the work of governing the enterprise according to law, implement the responsibility of building the rule of law, and build the company into a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding integrity.
Article 16 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, Party committee members, 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 17 other senior managers mentioned in the articles of association refer to the deputy general manager, chief accountant, chief designer, chief engineer, general legal adviser and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 18 the company’s business purpose is to highlight aviation characteristics, strengthen capital operation, give full play to high-tech advantages and expand export-oriented roads.
Article 19 the main business scope of the company is military transport aircraft, military special aircraft, bombers, fighter bombers and unmanned aircraft; Civil transport aircraft, civil special aircraft and subcontracting production; Aircraft landing gear and wheel braking system.
Article 20 after being registered according to law, the business scope of the company: design, test, production, maintenance, modification, sales, service and related business of aircraft, aircraft parts, aviation materials and ground accompanying equipment; Flight maintenance assurance and service; Aircraft leasing and related service support business; Design, manufacturing, installation, commissioning and technical services of technical equipment; Development, design, development, production, sales and related technical services of aviation and other civil aluminum alloy series products and decorative materials; Import and export processing business; Design, manufacturing, installation, sales and technical services of power equipment and facilities, electromechanical equipment, industrial and mining spare parts, electrical, pipeline, non-standard equipment and special equipment; Manufacturing of carbon materials, powder metallurgy products, rubber parts, plastic parts and forged castings; Design, operation, installation, maintenance, management and technical services of urban HVAC engineering, natural gas installation engineering and electronic engineering; Manufacturing, maintenance, sales and technical services of auto parts; Customer training and related supporting services; Employee training (only for internal employees of the system). (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
Chapter III shares
Section 1 share issuance
Article 21 the shares of the company shall be in the form of shares.
Article 22 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 23 the par value of the shares issued by the company shall be indicated in RMB.
Article 24 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 25 the initiator of the company is Xi’an Aircraft Industry (Group) Co., Ltd. the contribution is valued by physical assets, which is equivalent to 110 million shares. The controlling shareholder of the company is China Aviation Industry Group Co., Ltd.
Article 26 the total number of shares of the company is 2768645071 shares, and the capital structure of the company is 2768645071 ordinary shares.
Article 27 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 28 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;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 29 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 specified in the articles of association.
Article 30 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 31 the company may purchase its own shares by means of public centralized trading, or other means approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 30 of the articles of association, it shall be carried out through public centralized trading.
Article 32 the company is due to item (I) of paragraph 1 of Article 30 of the articles of association The acquisition of the company’s shares under the circumstances specified in Item (2) shall be subject to the resolution of the general meeting of shareholders; the company shall purchase the company’s shares due to items (3), (5) and (3) of paragraph 1 of Article 30 of these articles （6） Where the company purchases its shares under the circumstances specified in paragraph, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors. If the company purchases its shares under the circumstances specified in paragraph 1 of Article 30 of the articles of association, it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; in the case of items (3), 5 and (6), 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.
In addition to the controlling shareholders, without the approval of the competent department of national defense science, technology and industry, The shares owned by other investors and persons acting in concert shall not exceed 5% (including 5%) of the total issued shares of the company. If the shares owned more than 5% without prior approval, the more than part of the shares shall not exercise the voting right at the general meeting of shareholders before obtaining the approval of the competent department of national defense science, technology and industry.
Section 3 share transfer
Article 33 the shares of the company may be transferred according to law.
Article 34 the company does not accept the company’s shares as the subject matter of the pledge.
Article 35 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 number of shares of the same type of the company they hold; The shares held by the company shall not be transferred within one 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 36 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within six months after they buy them, or buy them again within six 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.
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 37 the company shall establish a register of shareholders based on the certificates provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 38 when the company convenes the 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 39 shareholders of the company enjoy the following rights:
(i) According to the number of shares it holds
