Xi’An Triangle Defense Co.Ltd(300775)
constitution
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares five
Section II increase, decrease and repurchase of shares seven
Section III share transfer eight
Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders fifteen
Section IV proposal and notice of the general meeting of shareholders sixteen
Section V convening of the general meeting of shareholders eighteen
Section VI voting and resolutions of the general meeting of shareholders twenty-one
Chapter V board of Directors twenty-eight
Section 1 Directors twenty-eight
Section 2 independent directors thirty-one
Section III board of Directors thirty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-four
Section I supervisors forty-four
Section II board of supervisors forty-five
Chapter VIII Financial Accounting system, profit distribution and audit forty-seven
Section I financial accounting system forty-seven
Section II Internal Audit fifty-one
Section III appointment of accounting firm fifty-one
Chapter IX notices and announcements fifty-one
Section I notice fifty-one
Section 2 Announcement fifty-two
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-three
Section 1 merger, division, capital increase and capital reduction fifty-three
Section 2 dissolution and liquidation fifty-four
Chapter XI amendment of the articles of Association Chapter XII special provisions on military related matters 56 Chapter XIII Supplementary Provisions fifty-seven
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 Xi’An Triangle Defense Co.Ltd(300775) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”). The company is a joint-stock company established by Xi\’an triangle Aviation Technology Co., Ltd. in the form of overall change; Registered with Yanliang National Aviation high tech industry base branch of Xi\’an Administration for Industry and commerce, obtained the business license and unified social credit Code: 91610137735087821g.
Article 3 with the approval of China Securities Regulatory Commission on April 4, 2019, the company issued 49.55 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on May 21, 2019. Article 4 registered name of the company: Xi’An Triangle Defense Co.Ltd(300775) English Name: Xi’an triangle defense incorporated company
Article 5 company domicile: No. 8, Lantian Second Road, aviation base, Xi’an City postal code: 710089
Article 6 the registered capital of the company is RMB 495.5 million. Article 7 the company is a permanent joint stock limited company. Article 8 the chairman is the legal representative of the company. The legal representative shall exercise the following functions and powers: sign relevant documents on behalf of the company; Sign contracts on behalf of the company; Other functions and powers specified in the articles of association. Article 9 all the share capital of the company is 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 the company may establish branches or subsidiaries. A branch does not have the status of an independent legal person, and its civil liability shall be borne by the company. The subsidiary has the status of an independent legal person and independently bears civil liability according to law. Article 11 the company may invest in other enterprises and be liable for the invested enterprises to the extent of its capital contribution. The company may not become a contributor jointly and severally liable for the debts of the invested enterprises.
Article 12 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.
Chapter II business purpose and scope
Article 13 the company’s business purpose is: capable and efficient, continuous improvement, innovation and excellent development. Article 14 business scope of the company: development, production and sales of die forging products, aviation and aerospace parts and systems in mechanical products, aviation, aerospace, electric power, shipbuilding, non-ferrous metals and other industries (excluding civil aviation equipment); Import and export of goods or technologies (excluding goods and technologies whose import and export are prohibited or restricted by the state); Physical and chemical testing analysis and NDT services for metal materials (including forged castings). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) the business scope of the company shall be subject to the matters approved by the registration authority.
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; For the shares subscribed by any unit or individual, the same price shall be paid per share. Article 17 the par value of the shares issued by the company shall be indicated in RMB. The par value of each share is one yuan only. Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is a joint stock limited company established by Xi’an triangle Aviation Technology Co., Ltd. by means of overall change. At the time of establishment, the total share capital of the company was 410 million shares. The names of the promoters, the number of shares subscribed, the shareholding ratio and the mode of capital contribution are as follows:
Name / name of the sponsor number of shares subscribed number of shares ratio of contribution method No. (RMB 10000) amount (10000 shares) example (%)
1 Xi’an Aviation Industry Investment Co., Ltd. 6000.00 6000.00 14.63 net assets converted into shares
2. Xi’an Penghui Investment Management Co., Ltd. 4000.00 4000.00 9.76 net assets converted into shares
3. Xi’an SANSEN Investment Co., Ltd. 3850.00 3850.00 9.39 net assets converted into shares
4 Xi’an Investment Holding Co., Ltd. 3000.00 7.32 net assets converted into shares
5 Shanghai Zhuque bingshen Investment Center (limited partnership) 2637.50 2637.50 6.43 net assets converted into shares
6 Shanghai Zhuque Jiawu Investment Center (limited partnership) 2162.50 2162.50 5.28 net assets converted into shares
7. Hunan Xiangtou Jintian Technology Group Co., Ltd. 2000.00 4.88 net assets converted into shares
8. Yan Jianya 2000.00 2000.00 4.88 net assets converted into shares
9 Beijing Pangu Chuangfu Technology Investment Center (1630.00 1630.00 3.97 net assets converted into shares)
10 Shaanxi aviation high tech venture capital fund (limited partnership with net assets of 1370.00 1370.00 3.34)
11. Shaanxi Shunda Shengke industry and Trade Co., Ltd. 1000.00 1000.00 2.44 net assets converted into shares
12 Shaanxi Industrial Investment Co., Ltd. 1000.00 1000.00 2.44 net assets converted into shares
13. Shaanxi Hongyuan aviation Forging Co., Ltd. 1000.00 1000.00 2.44 net assets converted into shares
14. Shaanxi Yixi circular economy high tech venture capital 1000.00 1000.00 2.44 net assets equity conversion Fund (limited partnership)
15 Minsheng Tonghai Investment Co., Ltd. 1000.00 2.44 net assets converted into shares
16 Shanghai Zhuque Equity Investment Management Co., Ltd. 1000.00 1000.00 2.44 net assets converted into shares
17 Foshan kaiding HuiFu Venture Capital Enterprise Co., Ltd. (1000.00 1000.00 2.44 net assets into shares partnership)
18 Beijing Zhongfu Xingye Leather Technology Co.Ltd(002674) Development Co., Ltd. 800.00 800.00 1.95 net assets converted into shares
Guangzhou Yingzhong Investment Co., Ltd. (19.00% of total assets)
20 Shenzhen Zhicheng leisurely investment enterprise (limited partnership) 500.00 500.00 1.22 net assets converted into shares
21 Beijing Xingbian Fumin venture capital center (500.00 500.00 1.22 net assets converted into shares)
22 Xi’an Aojie electric heating equipment Engineering Co., Ltd. 460.00 460.00 1.12 net assets converted into shares
23 Xinjiang Jinyong equity investment partnership (limited to 400.00 400.00 0.97 net assets converted into shares)
24 Xi’an Qujiang Aerospace culture media Co., Ltd. 390.00 390.00 0.95 net assets converted into shares
25 sun Dongfeng 280.00 280.00 0.68 net assets converted into shares
26 Xi’an Junteng Investment Co., Ltd. 200.00 200.00 0.49 net assets converted into shares
27 Xi’an investment company 200.00 200.00 0.49 net assets converted into shares
28 Lu Jianping 200.00 200.00 0.49 net assets converted into shares
29 Ni Xiaoping 160.00 160.00 0.39 net assets converted into shares
30 song Peng 160.00 160.00 0.39 net assets converted into shares
31 Guo Aixia 120.00 120.00 0.29 net assets converted into shares
32 Hu Lizhong 100.00 100.00 0.24 net assets converted into shares
33 Li Xiaobing 80.00 80.00 0.20 net assets converted into shares
–Total 41000.00 41000.00 100
Article 20 the total number of shares of the company is 495.5 million, all of which are ordinary shares without other types of shares.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans
