Guanglian Aviation Industry Co.Ltd(300900)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issue of shares Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of directors Section III Special Committee of the board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section 2 board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm 35 Chapter IX notices and announcements Section I notice 36 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 38 Chapter XI relevant provisions of the industry 39 Chapter XII amendment of the articles of Association 40 Chapter XIII Supplementary Provisions forty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guanglian Aviation Industry Co.Ltd(300900) (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 Interim Measures for the administration of the review of military industrial matters related to the restructuring, reorganization and listing of military enterprises and institutions and their capital operation after listing and other relevant provisions.
Article 2 the company is a joint stock limited company initiated by the overall change of Harbin Guanglian Aviation Industry Co.Ltd(300900) composite material process equipment Co., Ltd. in accordance with the company law and other relevant regulations. It is registered in the Development Zone Branch of Harbin municipal market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91230199565431270f. Article 3 the company was approved by the State Administration of science, technology and industry for national defense on January 24, 2019, examined and approved by the GEM Listing Committee of Shenzhen Stock Exchange on August 4, 2020, and approved to register by the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as the CSRC) on August 31, 2020. It issued 52.56 million RMB ordinary shares to the public for the first time, It was listed on the gem of Shenzhen Stock Exchange on October 29, 2020.
Article 4 registered name of the company:
Chinese Name: Guanglian Aviation Industry Co.Ltd(300900)
English Name: Guanglian Aviation Industry Co., Ltd
Article 5 company domicile: No. 3, Hanan Third Road, core area of Hanan industrial new town, Harbin
Article 6 the registered capital of the company is 210.24 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 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 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 term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, person in charge of Finance and Secretary of the board of directors of the company.
Article 12 according to the provisions of the articles of association of the Communist Party of China, the company establishes the party organization, establishes the party working organization and is equipped with party affairs staff. The establishment and staffing of the party organization are included in the management organization and staffing of the company, and the work funds of the party organization are included in the company budget and disbursed from the management expenses of the company. Party organizations play a political core role among the employees of the company and play a political leading role in the development of the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company is: Based on pragmatic innovation and the principle of integrity and win-win results, and adhering to a rigorous and enterprising attitude, the company will build an innovative leading enterprise in China’s aviation industry chain and promote the rise and take-off of China’s aerospace industry.
Article 14 after registration according to law, the business scope of the company includes: development, production, sales, maintenance and related technical services of aircraft sections, aircraft parts, aircraft interiors, aircraft airborne equipment and ground accompanying equipment, gas turbine parts, satellite parts, industrial Siasun Robot&Automation Co.Ltd(300024) , mechanical and electrical equipment, automation equipment, automation system and automatic production line; Development, production, sales, maintenance and related technical services of process equipment, molds, fixtures and composite products; Development, production, sales, maintenance and related technical services of mechanical parts; Machining, sheet metal, metal surface treatment and heat treatment. Design, manufacture, maintenance, installation, modification, sales and related technical services of aircraft, aircraft engines, spacecraft, spacecraft parts and related equipment (operation can be carried out only after obtaining relevant licenses or qualifications); Design, manufacture, maintenance, installation, modification, sales and related technical services of ships, marine supporting equipment, navigation aids and other related devices (except for the above projects prohibited by the state from overcapacity); Rental of self owned houses; Computer software development and related technical services; Technical consultation, technology development, technical services, technology promotion and technology transfer; Import and export of goods and technology. Civil aircraft manufacturing and maintenance.
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 shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as securities depository and clearing institution).
Article 19 when the company is established, the equity structure of the company’s promoters is as follows:
Sequence number of shares subscribed by sponsors shareholding ratio contribution time contribution method No. (10000 shares)
1. Wang zengdao 630000 502392% net assets converted into shares on March 9, 2016
2. Lu Songzhi 100000 7.9745% net assets converted into shares on March 9, 2016
3. Yu Gang 820.00 6.5391% net assets converted into shares on March 9, 2016
Harbin weiminamata
4. In investment management, 750.00 5.9809% of net assets converted into shares on March 9, 2016 (limited)
(partner)
5. Wang Situo 620.00 4.9442% net assets converted into shares on March 9, 2016
East securities financing and investment
6. Asset Management Co., Ltd. 524.00 4.1786% net assets converted into shares on March 9, 2016
7 Zhu Hongmin 500.00 3.9872% net assets converted into shares on March 9, 2016
8 Huquan 355.00 2.8309% net assets converted into shares on March 9, 2016
9. Wang Jue 280.00 2.2329% net assets converted into shares on March 9, 2016
10 Wang Yan 227.30 1.8126% net assets converted into shares on March 9, 2016
11. Li niankui 190.00 1.5152% net assets converted into shares on March 9, 2016
12 Zhuqi 100.00 0.7975% net assets converted into shares on March 9, 2016
13 Wu Tiehua 100.00 0.7975% net assets converted into shares on March 9, 2016
Sequence number of shares subscribed by sponsors shareholding ratio contribution time contribution method No. (10000 shares)
14 Wang Xijiang 100.00 0.7975% net assets converted into shares on March 9, 2016
15 Huang suiqi 100.00 0.7975% net assets converted into shares on March 9, 2016
16 Zhang Yan’s 81.00 0.6459% net assets converted into shares on March 9, 2016
17 Bi Hengtian 60.00 0.4785% net assets converted into shares on March 9, 2016
18 song Baoping 55.00 0.4386% net assets converted into shares on March 9, 2016
19 Liu Lihong 50.00 0.3987% net assets converted into shares on March 9, 2016
20 Pershing 42.00 0.3349% net assets converted into shares on March 9, 2016
Harbin guangminamata
21. In investment management, 41.70 0.3325% of net assets converted into shares on March 9, 2016 (limited)
(partner)
22 Liu Liya 30.00 0.2392% net assets converted into shares on March 9, 2016
23 Wang Xiumei 20.00 0.1595% net assets converted into shares on March 9, 2016
24 Wang Yuhong 20.00 0.1595% net assets converted into shares on March 9, 2016
25 Hector one fine 20.00 0.1595% net assets converted into shares on March 9, 2016
26 Jiang Xiaobin 20.00 0.1595% net assets converted into shares on March 9, 2016
Beijing rongchuangtian
27% investment management 16.00 0.1276% March 9, 2016 net assets conversion center (limited)
(partner)
28 Yang Huaizhong 15.50 0.1236% net assets converted into shares on March 9, 2016
29 Liu Yansong 15.00 0.1196% net assets converted into shares on March 9, 2016
30 Zhang Chengwu 15.00 0.1196% net assets converted into shares on March 9, 2016
31 Geng Shaokun 12.50 0.0997% net assets converted into shares on March 9, 2016
32 Chi Mengqi 10.00 0.0797% net assets converted into shares on March 9, 2016
33 over 10.00 0.0797% of net assets converted into shares on March 9, 2016
34 Wang Huayun 10.00 0.0797% net assets converted into shares on March 9, 2016
Sequence number of shares subscribed by sponsors shareholding ratio contribution time contribution method No. (10000 shares)
35 Zhao Yun 8.00 0.0638% March 2016
