Beijing Aritime Intelligent Control Co.Ltd(600560)
Articles of Association
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI table of general meeting of shareholders Resolutions and resolutions Chapter V general Party branch committee of the company Chapter VI board of directors section I directors section II board of directors section III Secretary of the board of directors and office of the board of directors Chapter VII managers and other senior managers Chapter VIII board of supervisors section I supervisors section II board of supervisors Chapter IX Financial Accounting system Profit distribution and Audit Section 1 financial accounting system section 2 profit distribution section 3 internal audit
Section 4 appointment of accounting firm Chapter 10 notice and announcement section 1 notice section 2 announcement Chapter 11 merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter 12 amendment of the articles of Association chapter 13 supplementary provisions
Chapter I General Provisions
Article 1 in order to standardize the organization and behavior of Beijing Aritime Intelligent Control Co.Ltd(600560) the party, uphold and strengthen the party’s overall leadership, improve the corporate governance structure, build a modern enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of the company, shareholders and creditors, according to the company law of the people’s Republic of China (hereinafter referred to as the company law) The articles of association are formulated in accordance with 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, the Interim Regulations on the supervision and administration of state owned assets of enterprises, the measures for the Administration of the formulation of articles of association of state owned enterprises and other laws, administrative regulations, rules, normative documents and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was established by way of sponsorship with the approval of the State Economic and Trade Commission’s Guo Jing Ji Gai [1999] No. 1228 document; Registered with Beijing municipal market supervision administration and obtained a business license with the business license number of 11 Shenzhen Properties & Resources Development (Group) Ltd(000011) 14148.
Article 3 with the approval of the State Economic and Trade Commission, the company issued 46.46 million ordinary shares in RMB for the first time in December 1999, all of which were subscribed by the promoters; With the approval of China Securities Regulatory Commission on August 23, 2002, the company issued 30 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on September 19, 2004. On April 27, 2004, with the approval of the company’s 2003 annual general meeting of shareholders, based on the total share capital of 76.46 million shares at the end of 2003, three stock dividends were sent to all shareholders for every 10 shares, and the total number of shares of the company was changed to 99.398 million. On April 13, 2011, with the approval of the company’s 2010 annual general meeting of shareholders, based on the company’s total share capital of 99.398 million shares at the end of 2010, 5 stock dividends were sent to all shareholders for every 10 shares, and the total number of shares of the company was changed to 149097000 shares. On April 12, 2012, with the approval of the company’s 2011 Annual General Meeting of shareholders, based on the total share capital of 149097000 shares at the end of 2011, the company sent 2 stock dividends for every 10 shares to all shareholders and increased 3 shares for every 10 shares. The total number of shares of the company was changed to 223645500 shares.
Article 4 in accordance with the articles of association of the Communist Party of China, the company establishes the organization of the Communist Party of China, establishes the party’s working organization, carries out the party’s work and ensures the working funds of the party organization.
Article 5 registered name of the company: Beijing Aritime Intelligent Control Co.Ltd(600560)
The English name of the company is: Beijing aritime Intelligent Control Co., Ltd
Company domicile: No. 6, Fufeng Road, Fengtai Science City, Beijing
Article 6 the registered capital of the company is RMB 223645500.
Article 7 the company is a permanent joint stock limited company with a long term of operation.
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 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 manager, Secretary of the board of directors, chief financial officer (person in charge of Finance) and general counsel of the company.
Article 12 the company adheres to the rule of law and strives to build an enterprise under the rule of law with perfect governance, operation compliance, standardized management, law-abiding and integrity.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to take the development of high-tech industry as its own responsibility and serve the society with advanced automation technology and high-quality products; Actively generate income and enable investors to obtain satisfactory returns; The company shall actively establish and improve the working system of investor relations management, and actively strengthen the communication and exchange with shareholders, especially public shareholders, through various forms. The Secretary of the board of directors of the company shall be specifically responsible for the management of investor relations of the company. Article 14 after being registered according to law, the business scope of the company is: technology development, technology transfer, technical consultation, technical training and technical services of automation system; Manufacturing and selling computer control system software and hardware and network products, intelligent control software and hardware and supporting equipment, electrical transmission devices and supporting equipment, electronic components, control system supporting instruments; Undertake system integration engineering; Software development; R & D, manufacturing and sales of mechanical equipment and electrical equipment (limited to production and business activities in other cities); Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality. 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 the promoters of the company are metallurgical automation research and Design Institute Co., Ltd., Beijing Fufeng high tech Development Corporation, Beijing Electromechanical Research Institute, Beijing guoyexing Automation Engineering Co., Ltd. and Shenzhen Hebin Industrial Co., Ltd. the number of shares subscribed is 43.535 million shares, 1.43 million shares, 650000 shares, 520000 shares and 325000 shares respectively. Metallurgical Automation Research and Design Institute Co., Ltd. is invested with its operating assets engaged in the field of industrial automation. Beijing Fufeng high tech Development Corporation, Beijing Electromechanical Research Institute, Beijing guoyexing Automation Engineering Co., Ltd. and Shenzhen Hebin Industrial Co., Ltd. are all invested in cash. The above sponsors invested in November 1999.
Article 20 the total number of shares of the company is 223645500. The share capital structure of the company is 223645500 ordinary shares and 0 shares of other types.
Article 21 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 22 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 23 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 24 a company shall not acquire its own shares, except under any of the following circumstances: (I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company; (III) 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; (IV) use shares for employee stock ownership plan or equity incentive; (V) converting shares into convertible corporate bonds issued by listed companies; (VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its own shares by means of public centralized trading or other means approved by laws, administrative regulations and the CSRC:
Where the company purchases its shares due to the circumstances specified in items (IV), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (IV), (V) and (VI) of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (III), it shall be transferred or cancelled within six months; In the case of items (IV), (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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares that have been 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 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 30 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 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 their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
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 31 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 32 when the company holds a 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 33 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) in accordance with laws, administrative regulations and the articles of association
