Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares six
Section 1 share issuance six
Section II increase, decrease and repurchase of shares nine
Section III share transfer ten
Chapter IV shareholders and general meeting of shareholders eleven
Section 1 shareholders eleven
Section II general provisions of the general meeting of shareholders fourteen
Section III convening of the general meeting of shareholders eighteen
Section IV proposal and notice of the general meeting of shareholders twenty
Section V convening of the general meeting of shareholders twenty-two
Section VI voting and resolutions of the general meeting of shareholders twenty-five
Chapter V board of Directors thirty
Section 1 Directors thirty
Section II board of Directors thirty-four
Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-three
Section I supervisors forty-three
Section II board of supervisors forty-four
Chapter VIII Financial Accounting system, profit distribution and audit forty-six
Section I financial accounting system forty-six
Section II Internal Audit fifty-one
Section III appointment of accounting firm fifty
Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-three
Section 1 merger, division, capital increase and capital reduction fifty-three
Section 2 dissolution and liquidation fifty-four
Chapter XI amendment of the articles of Association 56 Chapter XII Supplementary Provisions fifty-six
Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) articles of Association
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, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) (hereinafter referred to as "the company") is a joint stock limited company established in accordance with the company law, the regulations of the people's Republic of China on the administration of company registration and other relevant provisions.
The company was established by way of overall change and initiation, registered with Haidian Branch of Beijing 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 July 27, 2018, the company issued 29.35 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on August 28, 2018.
Article 4 registered name of the company: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) .
English name of the company [Beijing emerging Eastern Aviation Equipment Co., Ltd.].
Article 5 company domicile: Building 4, zone 4, Xishan Creative Park, Haidian District, Beijing.
Postal Code: 100195.
Article 6 the registered capital of the company is RMB 117.35 million.
Article 7 the business term of the company is permanent existence.
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 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. The articles of association are legally binding on the company, shareholders, directors, supervisors and senior managers.
According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers. Article 11 the senior managers mentioned in the articles of association refer to the general manager, chief engineer, deputy general manager, Secretary of the board of directors and chief financial officer.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: adhering to the business purpose of "original design and high-end manufacturing" and the core values of "joint creation and win-win", the company focuses on the scientific research and production of aviation equipment with servo drive control and electromechanical integration as the technical core, adheres to the road of independent research and development, pays attention to communication, cooperation and team spirit, and constantly carries out concept innovation, management innovation Technological innovation will continue to create value for the society, customers and the company, achieve win-win results that benefit the country, the people, the army, the enterprise, friends and self-interest, and strive to develop into a leading brand enterprise in the country and even in the world.
Article 13 after being registered according to law, the business scope of the company is: production and manufacturing of airborne equipment and supporting instruments and equipment; Technology development, technology promotion, technology transfer, technical consultation and technical services of aviation, spacecraft and equipment, UAV and equipment, unmanned system, motor and system, power supply system, automobile, auto parts and accessories, vehicle modification, intelligent Siasun Robot&Automation Co.Ltd(300024) , electronic products, electronic components, instruments and meters, medical devices; Sell self-developed products, mechanical equipment, hardware and electrical equipment, electronic products, electronic components, instruments and meters, computers, software and auxiliary equipment, communication equipment, synthetic materials, automobiles, auto parts and accessories; Manufacturing of synthetic materials; Modified automobile manufacturing; Motor vehicle maintenance; Repair of electrical, general and special equipment; Computer system services; Application software services; Software development; Software consulting; Investment management; Investment consulting; Economic and trade consultation. (except for projects without administrative license).
Article 14 special provisions
The company undertakes the following obligations: (1) accept orders for national military products and ensure that the scientific research and production tasks of national military products are completed smoothly according to the specified progress, quality and quantity. (2) Strictly abide by the regulations on the management of military key equipment and facilities, strengthen the registration and disposal management of military key equipment and facilities, and ensure the safe, complete and effective use of military key equipment and facilities. (3) Strictly implement national security and confidentiality laws and regulations, establish confidentiality work system, confidentiality responsibility system and military product information disclosure review system, implement the confidentiality responsibilities of confidential shareholders, directors, supervisors, senior managers and intermediaries, and accept the supervision and inspection of relevant security and confidentiality departments to ensure the security of state secrets.
(4) Strictly abide by the regulations on the administration of scientific research and production license of weapons and equipment. (5) The application for and declassification of national defense patents shall be protected and implemented in accordance with the provisions of the national defense patent application and declassification regulations. (6) When the amendment or approval of the new articles of association involves relevant special provisions, the relevant legal procedures shall be performed with the consent of the competent department of national defense science, technology and Industry under the State Council. (7) Implement the provisions of the national defense law of the people's Republic of China and the National Defense Mobilization Law of the people's Republic of China, and complete the specified mobilization tasks after the state issues the mobilization order; According to the needs of the state, accept the requisition of relevant assets according to law. (8) Before the change of the controlling shareholder, the company, the original controlling shareholder and the new controlling shareholder shall respectively perform the examination and approval procedures to the competent department of national defense science, technology and Industry under the State Council; In case of any change in the chairman and general manager and the dismissal and transfer of key professionals and experts in military scientific research, the company shall report to the competent department of national defense science, technology and Industry under the State Council for the record; The selection and employment of overseas independent directors or foreign personnel by the company shall be reported to the competent department of national defense science, technology and Industry under the State Council for approval in advance; In case of major acquisition, if the acquirer holds more than 5% (including 5%) shares of the company independently or in combination with other persons acting in concert, the acquirer shall report to the competent department of national defense science, technology and Industry under the State Council for the record.
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, 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 17 the par value of the shares issued by the company is 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the total share capital of the company at the time of establishment is 80 million shares, with a par value of RMB 1 per share, each of which is
The name (or name) of the promoter, the amount of shares subscribed, the subscription proportion and the way of capital contribution are as follows:
Name of initiator
No. number of subscribed shares (shares) number of paid in shares (shares) shareholding ratio contribution method / name
1. Dai Yue 44 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 4 Shenzhen Fountain Corporation(000005) 50000% net assets converted into shares
2 shares converted into 8000000 shares with 100000% net assets
3 Zhang Jiandi 80 Ping An Bank Co.Ltd(000001) 00000% of net assets converted into shares
4. Share conversion of Wang Ping's 40 Shenzhen Fountain Corporation(000005) .0000% net assets
5 Dai Xiaolin 40 Shenzhen Fountain Corporation(000005) .0000% of net assets converted into shares
6 Hao Mengqiao 40 Shenzhen Fountain Corporation(000005) .0000% of net assets converted into shares
7. Lang'an zhong5210085210080.6513% net assets converted into shares
8 xiangziqi 4873950.6092% net assets converted into shares
9 Qihong 4537814537810.5672% net assets converted into shares
10 Wang Yimin 4369750.5462% net assets converted into shares
11 Guan Shangong 4369750.5462% of net assets converted into shares
12 Populus euphratica 4369750.5462% of net assets converted into shares
13 song Ruitao 4369750.5462% of net assets converted into shares
14 Li Jian 3697480.4622% of net assets converted into shares
15 yuan Qi 3697480.4622% net assets converted into shares
16 Li Lina 3529413529410.4412% net assets converted into shares
17. Yan Jun 3361340.4202% net assets converted into shares
18 Sui Xianglin 3193280.3992% net assets converted into shares
19. Li rang Deng 3025213025210.3782% of net assets converted into shares
20 Jia huaijiang 3025213025210.3782% of net assets converted into shares
21 high strength 2689082689080.3361% net assets converted into shares
22. Chen Yu converted 0.2521% of net assets into shares in 201681
23 Lin Zhenyu 1378150.1723% of net assets converted into shares
24 Zhao Dongfeng 1378150.1723% of net assets converted into shares
25ji Chunguang 127731
