Sichuan Tianwei Electronic Co.Ltd(688511)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 42 Chapter IX notices and announcements Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation 47 Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty-one
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 Sichuan Tianwei Electronic Co.Ltd(688511) (hereinafter referred to as “the company” or “the company”) is a joint stock limited company established in accordance with the relevant provisions of the state.
A joint stock limited company established by the company in the form of an overall change of a limited liability company; Registered with Chengdu market supervision and Administration Bureau and obtained the business license. The unified social credit code is 91510100731596266c. Article 3 the company was registered with the consent of China Securities Regulatory Commission on June 8, 2021, and issued 20 million RMB common shares to the public for the first time. The common shares were listed on the science and Innovation Board of Shanghai Stock Exchange on July 30, 2021.
Article 4 registered name of the company: Sichuan Tianwei Electronic Co.Ltd(688511) .
English name of the company: Si Chuan Tian Wei Electronic Co., Ltd
Article 5 domicile of the company: No. 233, Wulian 1st Road, Gongxing street, Shuangliu District, Chengdu, China (Sichuan) pilot free trade zone.
Postal Code: 610200.
Article 6 the registered capital of the company is 80 million yuan.
Article 7 the company is a permanent 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 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, 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 senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors and chief financial officer.
Article 12 in accordance with the articles of association of the Communist Party of China, the company establishes the organization (“party organization”) and working organization of the Communist Party of China and carries out party activities. The party organization plays a political core role in the company to ensure the implementation of the principles and policies of the party and the state in the company; The company provides necessary conditions for the activities of Party organizations, promotes the institutionalization and standardization of Party construction, and promotes Party organizations to carry out activities and play a role around production and operation. Chapter II business purpose and scope
Article 13 the company’s business purpose: innovation and enterprising, self-improvement; Keep improving and serve the country through military industry. Article 14 after being registered according to law, the business scope of the company is: manufacturing of electronic components; Wholesale of electronic components; Manufacturing of electronic vacuum devices; Optoelectronic device manufacturing; Manufacturing of display devices; Semiconductor discrete device manufacturing; Manufacturing of security equipment; Manufacturing of industrial automatic control system devices; Manufacturing of special instruments and meters for environmental monitoring; Manufacturing of special equipment for environmental protection; Integrated circuit design; Integrated circuit manufacturing; Internet of things equipment manufacturing; Intelligent control system integration; Manufacturing of refrigeration and air conditioning equipment; Virtual reality equipment manufacturing; Software development; Development of artificial intelligence application software; Software outsourcing services; Information system integration service; Internet of things technology services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Machining parts and components; Import and export of goods; Wholesale of fire fighting equipment; Non residential real estate leasing; Entrepreneurship space services; Land use right lease; estate management; Parking service. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Article 15 as some of the company’s products involve special military industries, the following special terms must be observed: (I) the legal representative of the company, Ju Wanli, as the actual controller of the company, maintains a relative holding position in the company;
(II) 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;
And the review system of military product information disclosure, 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;
(IV) 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;
(V) strictly abide by the regulations on the administration of scientific research and production license of weapons and equipment;
(VI) 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;
(VII) when the amendment or approval of the new articles of association involves special provisions related to military matters, 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;
(VIII) 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;
(IX) the original controlling shareholder and the new controlling shareholder of the company shall perform the examination and approval procedures to the competent department of national defense science and technology of the State Council respectively before the change; 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 the record 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.
(x) the assets formed by the military fixed assets invested by the state in the form of capital injection shall be treated as state-owned equity, state-owned creditor’s rights or state-owned exclusive capital reserve, which shall be handled and implemented by the state competent department.
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of registered 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 kind
Shares shall have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or unit
The same price shall be paid per share for the shares subscribed by the bidder.
Article 18 the par value of the shares issued by the company shall be indicated in RMB, with a par value of one yuan per share.
Article 19 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 20 on the establishment date, the company issued 60 million ordinary shares of RMB to all promoters, accounting for 100% of the total issued ordinary shares of the company. The name of the promoters, the number of shares subscribed and the shareholding ratio of the company are as follows:
Serial number name / name of initiator number of shares subscribed (shares) mode of contribution shareholding ratio (%)
1 juwanli 33832590 net assets 563876
2 Super 4849110 net assets 8.0818
3. Wu Zhaofang 4411615 net assets 7.3527
4 juwanzhen 4375151 net assets 7.2919
5 Ding chousheng 624379 net assets 1.0406
6 Yao Cuiping 588415 net assets 0.9807
7. Lanxianjin 500003 net assets 0.8333
8 Zhao Dongxiang 470532 net assets 0.7842
9 Ma Yi 441176 net assets 0.7353
10 Li Yang 441062 net assets 0.7351
11 Chen Jian 437565 net assets 0.7293
12 Luo Yuanlin 375127 net assets 0.6252
13 Li Jiliang 312689 net assets 0.5211
14 Liu Lijian 250251 net assets 0.4171
15 mA Jianhua 250251 net assets 0.4171
16 Yang Haiyan 187314 net assets 0.3122
17 Yang Dezhi 187314 net assets 0.3122
18 Xu Jiyun 149851 net assets 0.2498
19 Chen Congyu 125375 net assets 0.2090
20 Wang rujun 124876 net assets 0.2081
21 Longyan 98038 net assets 0.1634
22 Li Zichun 62438 net assets 0.1041
23 Liang Weisheng 62438 net assets 0.1041
24 Kang Meiling 62438 net assets 0.1041
25 Chen Wen 62438 net assets 0.1041
26 Xu Junfei 31219 net assets 0.0520
27 witch literature
