Beijing Aerospace Changfeng Co.Ltd(600855)
constitution
March, 2002
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, standardize the organization and behavior of the company and realize the governance of the enterprise according to law.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions. The company, formerly known as Beijing station wagon Co., Ltd., was established in January 1986. In 1992, the company was recognized as a directional offering Co., Ltd. by Beijing Economic System Reform Office (jtgbz [1992] No. 11) reply on identifying Beijing station wagon Co., Ltd. as a directional offering Co., Ltd.
In January 2001, the industrial and commercial change registration was carried out, and the company name was changed to Beijing Aerospace Changfeng Co.Ltd(600855) .
The company is registered with Beijing Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 9111 Shenzhen Ecobeauty Co.Ltd(000010) 110284xc
Article 3 according to the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, and the Party committee shall play the role of leadership core and political core, and take direction, manage the overall situation and promote implementation. The company shall establish the working organization of the party, allocate a sufficient number of party affairs staff and ensure the working funds of the party organization.
Article 4 on November 19, 1993, the company issued 40 million ordinary shares in RMB to the public for the first time with the approval of document zjfsz [1993] No. 101 of China Securities Regulatory Commission, and was listed on Shanghai Stock Exchange on April 25, 1994. The total share capital of the company is 1 Tian Jin Bohai Chemical Co.Ltd(600800) 00 shares.
On January 5, 2005, the company was approved by the China Securities Regulatory Commission in document zjfsz [2004] No. 166,
An additional 65 million shares were issued to the public and listed on the Shanghai Stock Exchange on January 21, 2005. The total share capital of the company is 225.08 million shares.
After the approval of the general meeting of shareholders in 2006, the company obtained the right to transfer 2.95 million shares to the company's general reserve fund for the first time after the conversion of 72.5 million shares to the company's general reserve fund for the first time.
The company issued 39013425 shares to China Aerospace Science and industry Defense Technology Research Institute on December 28, 2011 with the approval of China Securities Regulatory Commission (zjxk [2011] No. 2119), 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 331617425 shares.
On January 24, 2018, the company received the reply on approving Beijing Aerospace Changfeng Co.Ltd(600855) issuing shares to Ye Dezhi and others to purchase assets and raise supporting funds (zjxk [2018] No. 37) issued by the China Securities Regulatory Commission, which approved the issuance of 10553600 shares to Ye Dezhi and others, and the supporting funds raised by non-public offering of shares did not exceed 127 million yuan, On May 16, 2018, the company completed the registration of new shares issued and paid cash to purchase assets and raise supporting funds in Shanghai Branch of China Securities Depository and Clearing Co., Ltd., with a total share capital of 352031272 shares. Because the net profit realized by Foshan Baike Xinneng Technology Co., Ltd. (renamed Aerospace Baike (Guangdong) Technology Co., Ltd.) in 2018 and the accumulated net profit realized by 2018 did not fully realize the corresponding promised net profit, Trigger the performance commitment compensation terms agreed in the performance commitment compensation agreement between Beijing Aerospace Changfeng Co.Ltd(600855) and ye Dezhi, ye Deming, Gao Jinquan, Luo Feng, Dai Jiandong, Long Ping, Huang Min, pan Shigao, Zuo Ying, Guo Jun, Zhou feneng and he Wanli on the subject assets of Foshan Baike Xinneng Technology Co., Ltd, The company plans to buy back and cancel 12794900 Beijing Aerospace Changfeng Co.Ltd(600855) shares issued to 12 people including Ye Dezhi, the former shareholder of aerospace Berk (Guangdong) Technology Co., Ltd. at the price of RMB 1. The company has completed the repurchase and cancellation of shares in China Securities Depository and Clearing Co., Ltd. Shanghai Branch on October 31, 2019, and the total share capital of the company is 351903323 shares.
On December 13, 2019, the company received the reply on approving Beijing Aerospace Changfeng Co.Ltd(600855) to issue shares to China Aerospace Defense Technology Research Institute and other companies to purchase assets (zjxk [2019] No. 2742) issued by China Securities Regulatory Commission, and approved the issuance of 87687764 shares to China Aerospace Defense Technology Research Institute and Chaoyang power supply Co., Ltd, On December 24, 2019, the company completed the registration procedures at China Securities Depository and Clearing Co., Ltd. Shanghai branch and obtained the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch. After the completion of this registration, the total share capital of the company increased to 439591087 shares.
As the net profit realized by the acquired subsidiary Guangdong Jingyi Planning Information Technology Co., Ltd. (renamed Aerospace Jingyi (Guangdong) Information Technology Co., Ltd.) in 2019 and the accumulated net profit realized by 2019 did not fully realize the corresponding promised net profit, and the performance commitment was not completed, Trigger the performance commitment compensation terms agreed in the performance commitment compensation agreement between Beijing Aerospace Changfeng Co.Ltd(600855) and Zhang Hongli, Zhang Ao, Zeng Lin, Zeng yaoguo, Zhang Jie, Xie Xingzhi and Li Jiancai on the subject assets of Guangdong Jingyi Planning Information Technology Co., Ltd, The company plans to repurchase and cancel 1054454 Beijing Aerospace Changfeng Co.Ltd(600855) shares issued to Zhang Hongli, the former shareholder of aerospace Jingyi (Guangdong) Information Technology Co., Ltd. at the price of RMB 1. The shares were repurchased and cancelled in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on September 18, 2020, and the total share capital of the company was reduced to 438536633.
The first grant of the company's 2020 restricted stock incentive plan was registered in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. on March 22, 2021. The number of shares granted this time is 10577068, 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 has increased from 43853663300 shares to 449113701 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. The total share capital of the company has increased from 44911371 shares to 450753101 shares.
The incentive objects of the company's 2020 restricted stock incentive plan will be repurchased by the listed company due to resignation, and the repurchased shares will be cancelled in the Shanghai Branch of China Securities Depository and Clearing Corporation on March 10, 2022,
The number of shares repurchased this time is 326300. The company has received the certificate of securities change registration issued by China Securities Depository and Clearing Co., Ltd. Shanghai Branch on March 11, 2022. The total share capital of the company has been reduced from 450753101 shares to 450426801 shares.
Article 5 registered name of the company:
Full Chinese Name: Beijing Aerospace Changfeng Co.Ltd(600855)
Full English Name: Beijing Aerospace changing Co., Ltd. (abbreviated as ASCF)
Article 6 domicile of the company: Aerospace CNC building, No. 51, Yongding Road, Haidian District, Beijing.
Postal Code: 100854.
Article 7 the registered capital of the company is 450426801 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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, and shareholders can sue directors, supervisors, President and other senior managers of the company.
Article 12 The term "other senior managers" as mentioned in the articles of association refers to the vice president, Secretary of the board of directors, chief financial officer and general counsel of the company.
Chapter II business purpose and scope
Article 13 business purpose of the company: focus on economic benefits, take standardized operation as the basis, take technological innovation as the leader, take mechanism innovation as the driving force, and take good shareholder return as the purpose, highlight the characteristics of aerospace technology, consolidate the management foundation, realize the professional and large-scale operation of the industry, and promote the sustainable development of the company through the combination of capital operation and industrial operation.
Article 14 after registration according to law, the business scope of the company is: production of medical devices (subject to the production license of medical devices) (the production license of medical devices is valid until March 17, 2024); Wholesale of class III medical devices (subject to the medical device business license) (the medical device business license is valid until April 6, 2025); Professional contracting; Retail cars (excluding passenger cars with less than nine seats); Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are limited or prohibited by the state; Computer system services; Application software services; Technical consultation; Technical services; R & D and sales of security technology prevention products, computers, software and auxiliary equipment; Sales of class II medical devices. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Article 15 since some products of the company involve special military industries, the following special terms must be observed:
(I) accept orders for national military products and ensure that the scientific research and production tasks of national military products are completed according to the specified progress, quality and quantity;
(II) strictly implement national security laws and regulations, establish confidentiality work system and confidentiality responsibility system, implement the confidentiality responsibilities of shareholders, directors, supervisors, senior managers and intermediaries, and accept the supervision and inspection of the national confidentiality administrative department to ensure the security of national secrets;
(III) strictly abide by the regulations on the management of key military equipment and facilities, strengthen the registration and disposal management of key military equipment and facilities, and ensure the safe, complete and effective use of key military equipment and facilities;
(IV) strictly abide by the regulations on the administration of scientific research and production license of weapons and equipment;
(V) in accordance with the regulations on national defense patents, perform the examination and approval procedures for the application, implementation, transfer, confidentiality, decryption and other matters of national defense patents, and protect national defense patents;
(VI) if the amendment or approval of the new articles of association involves relevant special provisions, the relevant legal procedures shall be performed after being approved by the competent department of national defense science, technology and Industry under the State Council;
(VII) 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; Accept the requisition of relevant assets according to law according to the needs of the state;
(VIII) 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 President 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 must file with the competent department of national defense science, technology and Industry under the State Council;
(IX) the assets formed by the military fixed assets invested by the state in the form of capital injection shall be held by the China Academy of Defense Technology of Aerospace Science and industry as state-owned equity, state-owned creditor's rights or state-owned exclusive capital reserve.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. Article 20 the promoters of the company are Beijing Sida station wagon Co., Ltd., China automobile industry investment and Development Corporation and Beijing automobile industry investment and Development Corporation. Contribution method and
