Securities code: Beijing Aerospace Changfeng Co.Ltd(600855) securities abbreviation: Beijing Aerospace Changfeng Co.Ltd(600855) Announcement No.: 2022005 Beijing Aerospace Changfeng Co.Ltd(600855)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Beijing Aerospace Changfeng Co.Ltd(600855) (hereinafter referred to as “the company”) implemented and completed the restricted stock incentive plan in 2021, resulting in changes in the company’s registered capital. At the same time, according to the relevant requirements of the guidelines for the articles of association of listed companies (revised in 2022) and in combination with the actual situation of the company, the company plans to amend the relevant provisions of the articles of association, Including 10 amendments according to the actual situation of the company; 17 amendments to the articles of Association guidelines of listed companies and other relevant requirements; Other perfect expressions have been revised 14 times. The specific amendments are as follows:
Original clause revised clause
Article 4 the company was established on November 19, 1993. Article 4 on November 19, 1993, the company issued 40 million RMB ordinary shares to the public for the first time after being approved by the China Securities Regulatory Commission and the China Securities Regulatory Commission on the date of the issuance of the Securities Regulatory Commission and the approval of the China Securities Regulatory Commission’s CSRC FA Shen Zi [1993] No. 101 document, 40 million ordinary shares in RMB were issued to the public and listed on the Shanghai Stock Exchange on April 25, 1994 and on the Shanghai Stock Exchange on April 25, 1994. The total share capital of the company is 160.08 million shares. Listed. The total share capital of the company is 160.08 million shares. The company issued 65 million additional shares to the public on January 5, 2005 and 65 million shares on January 21, 2005 with the approval of CSRC FA Shen Zi [2004] No. 166 document of China Securities Regulatory Commission and Zheng Jian FA Shen Zi [2004] No. 166 document of China Securities Regulatory Commission, It was listed on the Shanghai Stock Exchange on January 21, 2005. The total share capital of the company is listed on the Shanghai Stock Exchange, and the total share capital of the company is 225.08 million shares. 225.08 million shares.
The company was approved by the first extraordinary shareholders’ meeting in 2006, and the large company was approved by the first extraordinary shareholders’ meeting and the shareholders’ meeting related to share trading in 2006, On May 18, 2006, the company implemented the share reform plan of increasing 5.72 shares for every 10 shares to the shareholders of tradable shares with the capital reserve, and the shareholders of tradable shares increased 5.72 shares for every 10 shares. After the implementation of the share reform plan, the company’s legal person shares obtained the circulation right, the share reform plan, and the company’s legal person shares obtained the circulation right. After the implementation of the share reform plan, The total share capital of the company is 292604000 shares. After the implementation of the plan, the total share capital of the company was 292604000 shares. On December 28, 2011, the company issued 39013425 shares to China Aerospace Defense Technology Research Institute after being approved by China Securities Regulatory Commission (CSRC license [2011] Securities Regulatory Commission (CSRC license [2011] No. 2119) and China Aerospace Science and industry defense No. 2119) on December 28, 2011, Heyu Technology Research Institute issued 39013425 shares, which were registered in China Securities on December 30, 2011, and completed the registration procedures of issuing shares in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on December 30, 2011. The total share capital of the company is subject to the share registration procedures, The total share capital of the company is 331617425 shares. 331617425 shares.
On January 24, 2018, the company received the reply on Approving the issuance of shares by Beijing Aerospace Changfeng Co.Ltd(600855) to Ye Dezhi Beijing Aerospace Changfeng Co.Ltd(600855) to purchase assets and raise supporting funds issued by the China Securities Regulatory Commission on January 24, 2018 (zjxk [2018] No. 37), the approved reply (zjxk [2018] No. 37), approved the issuance of 10553600 shares to Ye Dezhi and others, and 10553600 shares to Ye Dezhi and others. At the same time, the supporting funds raised by non-public offering of shares did not exceed the supporting funds raised by non-public offering of shares did not exceed 127 million yuan, and on May 16, 2018, On May 16, 2018, the company completed the registration and payment of cash issuance and settlement of the securities of the company in Shanghai Branch
The new shares purchased assets and raised matching funds are registered. The total share capital of the company is 352031272 shares. Registered, the total share capital of the company is 352031272 shares. Due to the acquired subsidiary Foshan baikexin due to the acquired subsidiary Foshan baikexinneng Technology Co., Ltd. (renamed aerospace baineng Technology Co., Ltd. (renamed Aerospace Baike (Guangdong) Technology Co., Ltd.) dangke (Guangdong) in 2018 The net profit realized in the current year of 2018, the net profit realized in successive years up to 2018 and the accumulated net profit realized up to 2018 have not been realized in full, and the net profit realized has not been realized in full, Trigger the number of net profits that should be promised by the director of Beijing aerospace, trigger Beijing Aerospace Changfeng Co.Ltd(600855) and ye Dezhi, ye Deming, Gaofeng Co., Ltd. and ye Dezhi, ye Deming, Gao Jinquan, Luo Feng, Dai Jiandong, Long Ping, Huang Min, pan Jinquan, Luo Feng, Dai Jiandong, Long Ping, Huang Min, pan Shigao, Zuo Ying, Guo Jun, Zhou feneng, he Wanli Guan Shigao, Zuo Ying, Guo Jun, Zhou feneng, he Wanli about Foshan Baike Xinneng Technology Co., Ltd The performance commitment compensation clause agreed in the performance commitment compensation agreement of the subject asset agreed by the company in the performance commitment compensation agreement of the subject asset of Foshan Baike Xinneng Technology Co., Ltd. the company intends to use the performance commitment compensation clause of RMB, The company plans to buy back and cancel 127949 shares of Beijing Aerospace Changfeng Co.Ltd(600855) shares issued to 12 people including Ye Dezhi, the former shareholder of aerospace Berk (Guangdong) Technology Co., Ltd., and 127949 shares of Beijing Aerospace Changfeng Co.Ltd(600855) shares issued by 12 people including Ye Dezhi, the former shareholder of aerospace Berk (Guangdong) Technology Co., Ltd., at the price of RMB 1, The company has been in China on October 31, 2019. The company has completed the share repurchase and cancellation in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. and Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on October 31, 2019. The total share capital of the company is 351903323 shares.
351903323 shares.
On December 13, 2019, the company received the notice on approval of Beijing Aerospace Changfeng Co.Ltd(600855) to China issued by China Securities Regulatory Commission and the notice on approval of Beijing Aerospace Changfeng Co.Ltd(600855) to China issued by China Securities Regulatory Commission on December 13, 2019
The reply on the issuance of shares by the Research Institute of Defense Technology of Aerospace Science and industry and the reply on the issuance of shares to purchase assets by the Research Institute of Defense Technology of Aerospace Science and industry (the reply on the purchase of assets with the permission of CSRC (zjxk [2019] No. 2742)), and the approval to China Aerospace Science and industry [2019] No. 2742), Approved the issuance of 87687764 shares to the Defense Technology Research Institute of China Aerospace Science and industry, the Defense Technology Research Institute of Chaoyang Power Supply Co., Ltd. and Chaoyang Power Supply Co., Ltd., and 87687764 shares in 2019, And completed the registration at China Securities Depository and Clearing Co., Ltd. on December 24, 2019, and completed the registration procedures at Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on December 24, 2019, and obtained the renewal of China Securities Depository and Clearing Co., Ltd, It also obtained the certificate of securities change registration issued by the Shanghai Branch of the securities change registration company issued by the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. after the completion of this registration, the certificate of total share capital of the company was. After the completion of this registration, the total share capital of the company increased to 439591087 shares. Increased to 439591087 shares.
Due to the acquired subsidiary Guangdong Jingyi planning due to the acquired subsidiary Guangdong Jingyi Planning Information Technology Co., Ltd. (renamed Aerospace Information Technology Co., Ltd. (renamed Aerospace Jingyi (Guangdong) Information Technology Co., Ltd.) 2019 Jingyi (Guangdong) Information Technology Co., Ltd.) did not realize the full amount of the net profit realized in the current year in 2019, the net profit realized in the current year up to 2019 and the accumulated net profit realized up to 2019. The accumulated net profit realized in the current year did not realize the full amount of the corresponding promised net profit, the outstanding performance achieved the corresponding promised net profit, and the outstanding performance commitment, Trigger the commitment of Beijing Beijing Aerospace Changfeng Co.Ltd(600855) Co., Ltd Agreement between Beijing Aerospace Changfeng Co.Ltd(600855) and Zhang Hongli, Zhang Ao, Zeng Lin, Zeng yaoguo, Zhang Si and Zhang Hongli, Zhang Ao, Zeng Lin, Zeng yaoguo, Zhang Jie, Xie Xingzhi and Li Jiancai on the performance commitment and compensation of Guangdong Jingyi planning Jie, Xie Xingzhi and Li Jiancai on the target assets of Guangdong Jingyi Planning Information Technology Co., Ltd According to the performance commitment compensation terms agreed in the performance commitment compensation agreement, the company plans to repay the terms at the price of RMB 1. The company plans to repurchase and cancel the purchase from aerospace Jingyi (Guangdong) information technology and cancel the purchase from aerospace Jingyi (Guangdong) information technology at the price of RMB 1
There are 1054454 Beijing Aerospace Changfeng Co.Ltd(600855) shares issued by 7 persons including Zhang Hongli, the former shareholder of the company, and 1054454 shares of tianchangfeng, The shares were registered and settled in China Securities on September 18, 2020, and repurchased and cancelled in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on September 18, 2020. The total share capital of the company was reduced to 438536633, and the total share capital of the company was reduced to 438536633. Shares.
The company’s 2020 restricted stock incentive plan the number of First grants of the company’s 2020 restricted stock incentive plan was in the middle on March 22, 2021, and the number of First grants was registered in the Shanghai Branch of China Securities Depository and Clearing Co., Ltd. Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on March 22, 2021, The company has completed the first grant registration. The number of shares granted this time is 10577068 million, and the number of shares granted by the company is 10577068 million, The company has received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on March 23, 2021, and the total share capital of the company is changed from the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on March 23, 2021, The total share capital of the company increased from 43853663300 shares to 449113701 shares, and 43853663300 shares to 449113701 shares. Shares.
The company’s 2020 restricted stock incentive plan reserved grant shares completed the registration of reserved grant in Shanghai Branch of China Securities Depository and Clearing Corporation on December 27, 2021, The number of shares granted this time is 1639400. The company has received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on December 28, 2021, and the total share capital of the company
Increased by 44911371 million shares
