Avic Jonhon Optronic Technology Co.Ltd(002179) articles of Association
Chapter I General Provisions
Article 1 to establish Avic Jonhon Optronic Technology Co.Ltd(002179) (hereinafter referred to as “the company” or “the company”) ）We will improve the corporate governance structure, build a modern state-owned enterprise system with Chinese characteristics, and safeguard the legitimate rights and interests of companies, shareholders and creditors, According to the company law of the people’s Republic of China (hereinafter referred to as the company law), the law of the people’s Republic of China on state owned assets of enterprises (hereinafter referred to as the law on state owned assets of enterprises), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) ）And other relevant provisions. Article 2 Avic Jonhon Optronic Technology Co.Ltd(002179) 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 in the form of sponsorship with the approval of the economic and Trade Commission’s document “Guo Jing Ji Qi Gai [2002] No. 959″. The company was registered with Henan Administration for Industry and Commerce and obtained the business license of enterprise legal person.
Article 3 with the approval of China Securities Regulatory Commission on October 10, 2007, the company issued 30 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on November 1, 2007.
Article 4 registered name of the company: Avic Jonhon Optronic Technology Co.Ltd(002179)
Full English Name: AVIC jonhon optronic Technology Co., Ltd
Article 5 company domicile: No. 10, Zhoushan Road, Luoyang area, China (Henan) pilot free trade zone; postal code: 471003.
Article 6 the registered capital of the company is 1099870384 yuan.
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 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, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief accountant, chief engineer, Secretary of the board of directors and general legal adviser of the company.
Article 12 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 13 in accordance with the provisions of the trade union law of the people’s Republic of China, a trade union organization shall be established in the company to carry out trade union activities and safeguard the legitimate rights and interests of employees. The company shall provide necessary conditions for the activities of the trade union.
Article 14 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 financial rigid 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 15 the company shall abide by national laws and regulations, social ethics and business ethics, maintain national security, give priority to completing national scientific research and production tasks, keep state secrets, fulfill social responsibilities, and consciously accept the supervision of government departments and the public. The company carries out the work of governing enterprises according to law, implements the responsibility of building the rule of law, and builds the company into a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding integrity.
In accordance with relevant national regulations, the company establishes and improves the systems of finance, audit, general legal adviser and democratic supervision of employees, and strengthens internal supervision and risk control.
Chapter II business purpose and scope
Article 16 the company’s business purpose: to improve the manufacturing technology and level of China’s optoelectronic products, create higher value for our customers and contribute to the development of China’s national industry; Pursue the harmonious coexistence and common development of the company, employees and society, and win the best economic benefits for the company and shareholders.
Article 17 business scope of the company: general items: manufacturing of electronic components; Manufacturing of mechanical and electrical equipment; Manufacturing of refrigeration and air conditioning equipment; Manufacturing of auto parts and accessories; Engineering and technical research and test development; Repair of special equipment (except for items subject to approval according to law, carry out business activities independently according to law with business license)
Chapter III shares
Section 1 share issuance
Article 18 the shares of the company shall be in the form of shares.
Article 19 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 20 the par value of the shares issued by the company shall be indicated in RMB.
Article 21 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
The company was registered and established in Henan Administration for Industry and Commerce on December 31, 2002, with a registered capital of 70 million yuan. When the company is established, the name of the promoters, the number of shares subscribed and the mode of capital contribution are as follows:
(i) The following operating net assets related to the main business of Luoyang aviation electrical appliance factory invested by AVIC I group company are 50.1307 million yuan, which are converted into 42 million shares according to the share conversion ratio of 83.78%, accounting for 60% of the total share capital.
（2） Henan Economic and Technological Development Corporation invested 21.4846 million yuan in cash into the company, which was converted into 18 million shares according to the share conversion ratio of 83.78%, accounting for 25.714% of the total share capital.
（3） Luoyang Economic Investment Co., Ltd. invested 4.1776 million yuan in cash into the company, which was converted into 3.5 million shares according to the share conversion ratio of 83.78%, accounting for 5% of the total share capital.
（4） Saiwei avionics Technology Co., Ltd. invested 2.0291 million yuan in cash into the company, which was converted into 1.7 million shares according to the share conversion ratio of 83.78%, accounting for 2.429% of the total share capital.
（5） China air to Air Missile Research Institute invested 2.0291 million yuan in cash into the company, which was converted into 1.7 million shares at the share conversion ratio of 83.78%, accounting for 2.429% of the total share capital.
（6） Jinhang Digital Technology Co., Ltd. invested 2.0291 million yuan in cash into the company, which was converted into 1.7 million shares at the share conversion rate of 83.78%, accounting for 2.429% of the total share capital. (VII) Luoyang high tech Haixin Technology Co., Ltd. invested 1.1936 million yuan in cash into the company, which was converted into 1 million shares at the share conversion rate of 83.78%, accounting for 1.429% of the total share capital. （8） Li Juwen and other 13 natural persons invested 477400 yuan in cash into the company, which was converted into 400000 shares according to the share conversion ratio of 83.78%, accounting for 0.57% of the total share capital. ”
Article 22 the current total share capital of the company is 1099870384 shares.
Article 23 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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 24 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital by the following means: (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） Article 25 a company may reduce its registered capital. A company shall reduce its registered capital in accordance with the company law And other relevant provisions and procedures stipulated in the articles of association. Article 26 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 disagree with the resolution on merger and division of the company made by the general meeting of shareholders,
Requiring the company to acquire its shares;
（5） Use the shares to convert the company’s bonds that can be converted into shares issued by the company; (6) necessary for the company to maintain the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
If the company purchases its shares under the circumstances specified in items (I) and (2) of the preceding paragraph, it shall be resolved by the general meeting of shareholders; if the company purchases its shares under the circumstances specified in items (3), (5) and (6) of the preceding paragraph, it shall be resolved by the meeting of the board of directors attended by more than two-thirds of the directors.
Article 27 the company may choose one of the following ways to acquire its shares:
(i) Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 28 after the company purchases the shares of the company in accordance with Article 26 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 (2) and (4), it shall be transferred or cancelled within 6 months; in the case of items (3), 5 and (6), the total number of shares of the company 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. If the company purchases the shares of the company, it shall comply with Fulfill the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 26 of the articles of association, it shall be carried out through public centralized trading.
Section 3 share transfer
Article 29 the shares of the company may be transferred according to law. However, if the transfer of shares constitutes a change in the actual control of the company, prior approval shall be obtained from the relevant competent government departments.
Article 30 the company does not accept the company’s shares as the subject matter of the pledge.
Article 31 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 32 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 resulting income belongs to the company, and the board of directors of the company will recover the income and disclose it. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, and other circumstances stipulated by the securities regulatory authority under the State Council.
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 paragraph 1, 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 33 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. Article 34 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 35 shareholders of the company enjoy the following rights:
(i) Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） According to law
