North Industries Group Red Arrow Co.Ltd(000519)
constitution
(reviewed and approved by the third extraordinary general meeting of shareholders in 2021 held on December 31, 2021)
catalogue
Chapter I General Provisions- 4 –
Chapter II business purpose and scope- 6 –
Chapter III shares- 7 –
Section 1 issuance of shares- 7 –
Section II increase, decrease and repurchase of shares- 7 –
Section III share transfer- 9 –
Chapter IV shareholders and general meeting of shareholders- 11 –
Section 1 shareholders- 11 –
Section II general provisions of the general meeting of shareholders- 14 –
Section III convening of the general meeting of shareholders- 23 –
Section IV proposal and notice of the general meeting of shareholders- 25 –
Section V convening of the general meeting of shareholders- 27 –
Section VI voting and resolutions of the general meeting of shareholders- 32 –
Chapter V board of Directors- 37 –
Section 1 Directors- 37 –
Section II board of Directors- 46 –
Chapter VI general manager and other senior managers- 56 –
Chapter VII board of supervisors- 59 –
Section I supervisors- 59 –
Section II board of supervisors- 61 –
Chapter VIII Party committee- 64 – Chapter IX Financial Accounting system, profit distribution and audit- 66 –
Section I financial accounting system- 66 –
Section II Internal Audit- 72 –
Section III appointment of accounting firm- 72 –
Chapter X notice and announcement- 73 –
Section I notice- 73 –
Section 2 Announcement- 74 –
Section 2 dissolution and liquidation- 75 –
Chapter XII amendment of the articles of Association- 78 –
Chapter XIII Supplementary Provisions- 78 –
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of North Industries Group Red Arrow Co.Ltd(000519) (hereinafter referred to as the company), shareholders and creditors and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) These articles of association are formulated in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the notice of the people’s Government of Sichuan Province on printing and distributing the opinions of the provincial economic reform office and other departments on expanding the joint-stock pilot of large and medium-sized enterprises owned by the whole people (CFF [1988] No. 36) and other relevant regulations.
The establishment of the pilot factory was approved by the Chengdu Municipal Committee on restructuring of the system (No. 41, 1988); Registered with Chengdu Administration for Industry and Commerce and obtained a business license.
The company has standardized in accordance with the provisions of the company law and fulfilled the re registration procedures. At present, the competent department of industrial and commercial registration is Xiangtan market supervision administration of Hunan Province.
Article 3 on December 1, 1988, with the approval of Chengdu Branch of the people’s Bank of China (adult bank Jin Guan [1989] No. 267), the company issued 26350 ordinary shares (with a par value of 200 yuan per share) to the public for the first time. After being approved, the company was subdivided into 1 yuan per share and distributed to 14756000 shares, The domestic shares (14756000 shares) subscribed in RMB issued to domestic investors in this part were listed on Shenzhen Stock Exchange on October 8, 1993.
Article 4 registered name of the company: North Industries Group Red Arrow Co.Ltd(000519)
Full English name of the company: North Industries Group red arrow Co., Ltd
Article 5 domicile of the company: No. 1 Rhine Road, German Industrial Park, Xiangtan national high tech Industrial Development Zone, Hunan Province;
Postal Code: 411104.
Article 6 the registered capital of the company is RMB 1392558982.
Article 7 the company is a permanent state-controlled 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 shall be 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, 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, Secretary of the board of directors and chief financial officer of the company.
Article 12 the company shall establish an organization of the Communist Party of China in accordance with the articles of association of the Communist Party of China. The party organization shall play a leading role in the company, take direction, manage the overall situation and promote implementation. The company establishes the working organization of the party, is equipped with party affairs staff, and ensures the working funds of the party organization.
Article 13 the company accepts orders for national military products and ensures that the scientific research and production tasks of national military products are successfully completed according to the specified progress, quality and quantity; Strictly abide by special provisions on military matters such as regulations on the administration of scientific research and production licenses of weapons and equipment. Establish and strictly implement relevant systems to ensure that undertaking various military product scientific research and production tasks assigned by the state is the first priority under any circumstances, and ensure the effective operation of the national military standard quality management system and the weapon equipment scientific research and production license management system that have passed the on-site review. The company shall establish a complete quality assurance system for military products and accept the supervision and inspection of the quality of military products by the competent department of the industry.
Article 14 the company has the obligation to keep state secrets, establish a confidentiality system, formulate and improve the confidentiality system, formulate a confidentiality responsibility system and a military information disclosure review system. If military secrets are involved in the disclosure of information, it may hold the certificate issued by the security and confidentiality Department of the competent department of national defense science, technology and industry, Submit an application for exemption from information disclosure to the securities regulatory department and the stock exchange. The company shall establish a registration and filing system for military equipment and facilities in accordance with relevant national regulations.
Chapter II business purpose and scope
Article 15 the company’s business purpose is to serve national defense, achieve customers, benefit employees, give back to shareholders and contribute to the society.
Article 16 after being registered by the company registration authority according to law, the business scope of the company is: the R & D, production and sales of superhard materials and tools, high-performance abrasives and abrasive tools, graphite and its products (except for the above-mentioned projects that must be approved by laws, regulations and decisions of the State Council); Military defense products, waste and retired ammunition, splitting, destruction, utilization, metrological verification; Construction of network engineering and electronic system engineering; Computer software and hardware development and achievement transfer; Manufacturing and selling auto parts, industrial and mining machinery parts, special modular machine tools, engineering vehicles, metal materials and communication equipment; Sales: building materials chemical (excluding dangerous goods), network products; Research and development of power machinery and related high-tech products; Comprehensive foreign investment and development; Import and export of goods and Technology (except those restricted or prohibited by national laws and regulations, those involving qualification certificates shall be operated with qualification certificates).
The specific business scope shall be subject to the contents registered by the administrative department of industry and commerce registration.
Chapter III shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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 19 the par value of the shares issued by the company shall be indicated in RMB.
Article 20 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 21 the company was restructured and established by the original Chengdu parts factory on August 8, 1988.
Article 22 the total number of shares of the company is 1392558982 shares, all of which are ordinary shares in RMB.
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 in the following ways by resolution of 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 25 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 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） Award shares to employees of the company;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or 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 27 the company may choose one of the following ways to purchase its shares: (I) centralized bidding trading at the stock exchange;
（2） Method of offer;
（3） Other methods stipulated by laws, regulations or recognized by the CSRC.
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.
Article 28 the company’s acquisition of shares of the company due to items (I) to (III) of Article 26 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases its shares due to the circumstances specified in paragraphs (5) and (6) of Article 26 of the articles of association, it shall be resolved 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 the provisions of Article 26, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within six months.
The shares of the company purchased by the company in accordance with paragraph (3) of Article 26 of the articles of association shall not exceed 5% of the total issued shares of the company; The funds used for acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
For the shares of the company purchased by the company in accordance with items (5) and (6) of Article 26 of the articles of association, 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.
Section 3 share transfer
Article 29 the shares of the company may be transferred according to law.
Article 30 the company shall not accept the company’s shares as the subject matter of the pledge.
Article 31 the shares issued before the company’s initial public offering shall not be transferred within one year from the date when the company’s shares are listed and traded in Shenzhen 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. If a director, supervisor or senior manager is re nominated as a candidate for director, supervisor or senior manager of the company within three years after leaving office, the company shall disclose the reasons for appointment and the trading of shares of the company by relevant personnel after leaving office.
If the shareholders of the company have a longer-term commitment to restrict the transfer of their shares, their commitment shall be followed.
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 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. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, the time limit for selling the shares is not subject to six months.
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 of this article, the responsible directors shall bear joint and several liabilities according to law.
