蓝星安迪苏股份有限公司 章程 Bluestar Adisseo Company 蓝星安迪苏股份有限公司 章程 （2025年8月修订） 蓝星安迪苏股份有限公司 章程 目 录 蓝星安迪苏股份有限公司 章程 第一章 总则 公司是经国家经济贸易委员会批准，以发起方式设立；在北京市工商行政管 理局注册登记，取得营业执照。统一社会信用代码为 911100007109244940。 英文全称：Bluestar Adisseo Company 蓝星安迪苏股份有限公司 章程 理人员具有法律约束力的文件。依据本章程，股东可以起诉股东，股东可以 起诉公司董事、高级管理人员，股东可以起诉公司，公司可以起诉股东、董 事和高级管理人员。 第二章 经营宗旨和范围 。 第一条 为维护公司、股东、职工和债权人的合法权益，规范公司的组织和行为，根据《中 华人民共和国公司法》（以下简称"《公司法》"）《中华人民共和国证券法》（以 下简称"《证券法》"）和其他有关规定，制定本章程。 第二条 公司系依照《公司法》和其他有关规定成立的股份有限公司（以下简称"公司"） 第三条 公司于 2000 年 2 月 25 日经中国证券监督管理委员会（以下简称"中国 ...

Core Points - The document outlines the rules governing the board of directors of Bluestar Adisseo Co., Ltd, aimed at improving corporate governance and decision-making efficiency [1][2][3] Group 1: Purpose and Authority - The rules are established to enhance the corporate governance structure and ensure scientific decision-making by the board [1] - The board has the authority to convene shareholder meetings, execute resolutions, and determine the company's operational plans and investments [2][3] Group 2: Board Responsibilities - The board is responsible for formulating annual financial plans, profit distribution schemes, and capital changes [2][3] - It also decides on significant acquisitions, mergers, and changes in company structure [2][3] Group 3: Meeting Procedures - The board must hold at least two regular meetings each year, with the chairman responsible for convening these meetings [6][7] - Proposals for meetings must be prepared in consultation with board members and submitted to the chairman for approval [6][7] Group 4: Voting and Decision-Making - Decisions require a majority vote from attending directors, with specific rules for related party transactions and financial assistance [14][15] - The board must ensure that decisions are made within the authority granted by the shareholders and the company's articles of association [15][16] Group 5: Documentation and Record-Keeping - The board secretary is responsible for maintaining meeting records, including attendance, proposals, and voting results [26][27] - Meeting records must be signed by attending directors, and any dissenting opinions should be documented [28][29]

Meeting Overview - The third meeting of the fourth Supervisory Board of Jiangsu Tianyuan Intelligent Equipment Co., Ltd. was held on August 29, 2025, with all three supervisors present [1][2]. Financial Report - The Supervisory Board approved the 2025 semi-annual report and its summary, confirming that the report complies with relevant laws and regulations, and accurately reflects the company's financial status and operational conditions [1][2]. Profit Distribution Plan - The Supervisory Board approved the profit distribution plan for the first half of 2025, stating that it considers the company's future development and financial needs, and is beneficial for sustainable growth and shareholder interests [2][3]. Fund Usage Report - The Supervisory Board approved the special report on the storage and actual use of raised funds for the first half of 2025, with details available on the Shanghai Stock Exchange website [2][3]. Governance Changes - The Supervisory Board approved a proposal to cancel the Supervisory Board and amend the company's articles of association, which will require submission to the shareholders' meeting for approval [3].

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 9, 2025, to discuss several key proposals [4][10][14] - The agenda includes the cancellation of the supervisory board, amendments to the company's articles of association, and the appointment of a new accounting firm for the 2025 fiscal year [10][14][15] Group 1: Meeting Procedures - The meeting will be conducted in accordance with the Company Law of the People's Republic of China and relevant regulations, ensuring that only authorized personnel can attend [1][2] - Shareholders must register with identification and relevant documents before the meeting, and those who do not register will generally not be allowed to participate [2][3] - Voting will be conducted through a combination of on-site and online methods, with specific time slots for each [5][6] Group 2: Proposals - Proposal 1 involves the cancellation of the supervisory board, with its responsibilities being transferred to the audit committee of the board of directors [10][11] - Proposal 2 focuses on the revision and establishment of certain governance systems to align with the updated articles of association [11][12] - Proposal 3 proposes the change of the accounting firm to Deloitte Touche Tohmatsu Certified Public Accountants LLP for the 2025 fiscal year, following discussions with the previous firm [14][15]

Core Points - The company is holding its third extraordinary general meeting of shareholders in 2025 on September 8, 2025, at 13:30 [1] - The meeting will discuss the cancellation of the supervisory board and amendments to the company's articles of association [4] - The company plans to increase the number of board members by adding one employee director, changing the board size from 7 to 8 members [4] - The amendments to the articles of association include the deletion of the supervisory board section and the transfer of its responsibilities to the audit committee of the board [5] - The company will also revise and establish several governance systems, including the rules for shareholder meetings and board meetings [6] Meeting Procedures - The meeting will start with the announcement of the meeting's commencement and the number of shareholders present [3] - Voting will be conducted through a named voting method, and results will be announced after the meeting [2][3] - Shareholders wishing to speak must register in advance, and the meeting will have a structured agenda to ensure order [2][3]

证券代码：600299 证券简称：安迪苏 公告编号：2025-040 蓝星安迪苏股份有限公司 关于取消监事会暨修订《公司章程》的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 根据《公司法》等相关法律法规和规范性文件的规定及变化，结合公司的实 际情况，拟对《公司章程》部分条款进行修订，具体情况如下： | 序号 | 修订前 | 修订后 | | --- | --- | --- | | | 第一条 第一条 | | | | 为维护公司、股东和债权人的合法权 | 为维护公司、股东、职工和债权人的合法权益， | | | 华人民共和国公司法》 | | | | （以下简称《公 | 国公司法》（以下简称"《公司法》"）《中 | | | 司法》）《中华人民共和国证券法》 | 华人民共和国证券法》 | | | | （以下简称"《证券法》 | | | | "） | | | 和其他有关规定，制订本章程。 | 和其他有关规定，制定本章程。 | | 序号 | 修订前 | 修订后 | | | 第二条 | 第二条 | | | 公司系依照《公司法》和其他有 ...

Core Insights - The company reported a revenue of 1.284 billion yuan for the first half of the year, reflecting a year-on-year growth of 2.33% [1] - Net profit attributable to the parent company reached 490 million yuan, with a year-on-year increase of 2.8% [1] - The second quarter saw a significant revenue increase of 23.29% year-on-year, totaling 852 million yuan, and net profit rose by 32.17% to 339 million yuan [1] Financial Performance - Investment business revenue reached 820 million yuan, marking a 56.07% increase year-on-year [2] - Fixed income trading revenue was 637 million yuan, with a modest growth of 2.77% [2] - Investment banking revenue grew by 38.54% to 88 million yuan, focusing on specialized "little giant" enterprises [2] - Wealth management revenue increased by 23.21% to 220 million yuan, with over 40,000 new clients and a total of over 840,000 clients [2] - Asset management products numbered 842, with a net asset value of 165.44 billion yuan, up 14.99% from the previous year [2] Governance and Ratings - The company has improved its governance quality, adhering to regulatory requirements and enhancing its governance system [3] - The ESG rating was upgraded from BBB to A, reflecting the company's commitment to environmental, social, and governance practices [3] - The credit rating was raised from AA+ to AAA, indicating strong market recognition of the company's capabilities and future prospects [3] - Since its listing in 2022, the company has distributed a total of 1.189 billion yuan in dividends, maintaining a cash dividend ratio above 30% [3]

General Provisions - The company establishes a Board Strategic Committee to enhance core competitiveness and improve decision-making quality for major investments [1][2] - The committee is responsible for researching long-term development strategies and major investment decisions [1][2] Composition of the Committee - The Strategic Committee consists of three directors, including at least one independent director [3] - The chairman of the committee is the company's chairman [3] Responsibilities and Authority - The committee's main responsibilities include researching long-term strategic planning, major investment financing proposals, and other significant matters affecting the company [8][9] - The committee is accountable to the Board and submits proposals for Board review [9] Decision-Making Procedures - The Board Office prepares necessary materials for the committee's decision-making process [10] - The committee discusses formal proposals in meetings and submits results to the Board [11] Meeting Rules - The committee can hold regular or irregular meetings, requiring a two-thirds attendance for validity [12][13] - Decisions are made by majority vote, and meetings can be conducted in person or via communication methods [14][15] Confidentiality and Record Keeping - Committee members have confidentiality obligations regarding meeting discussions [20] - Meeting records must be kept for ten years by the Board Secretary [18] Implementation and Amendments - The work rules take effect upon Board approval and can be amended accordingly [22][23]

Core Viewpoint - The article outlines the establishment and operational guidelines of the Nomination Committee of Nanjing Yinfly Storage Equipment (Group) Co., Ltd, aimed at optimizing the board composition and enhancing corporate governance [1][2]. Group 1: General Provisions - The Nomination Committee is established to regulate the selection of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. - The committee is responsible for formulating selection criteria and procedures for directors and senior management, as well as reviewing and recommending candidates [1][2]. Group 2: Composition of the Committee - The committee consists of three directors, including two independent directors [2]. - The members are nominated by the chairman, a majority of independent directors, or one-third of all directors, and elected by the board [2]. Group 3: Responsibilities and Authority - The committee is tasked with proposing nominations or dismissals of directors and hiring or firing senior management [2][3]. - If the board does not fully adopt the committee's recommendations, it must document the reasons for non-adoption in its resolutions [3]. Group 4: Decision-Making Procedures - The committee must research the qualifications and selection processes for directors and senior management, and submit its decisions to the board for approval [3]. - The selection process includes gathering candidates' information, obtaining their consent, and conducting qualification reviews [3]. Group 5: Meeting Rules - The committee meetings can be held regularly or irregularly, with a requirement for at least two-thirds of members to be present for decisions [5]. - Decisions are made by majority vote, and meetings can be conducted in person or via communication methods [5][6]. Group 6: Confidentiality and Record Keeping - Members are bound by confidentiality regarding meeting discussions and decisions [6]. - Meeting records must be maintained for ten years, signed by attendees, and submitted to the board [6].

Core Points - The company is holding its first extraordinary general meeting of shareholders in 2025 on September 15, 2025, at 2:30 PM in Beijing [1] - The agenda includes the review of shareholder ownership and the proposal to add a new director to the board [1][2] - The company received a recommendation from its controlling shareholder, the China Aviation Manufacturing Technology Research Institute, to appoint Mr. Gao Yan as a candidate for the board of directors [2][3] - The proposal to amend certain provisions of the company's articles of association is also on the agenda, reflecting compliance with relevant laws and regulations [2][3] Proposal for New Director - Mr. Gao Yan, born in March 1976, is a member of the Communist Party and holds a master's degree [2] - His previous roles include positions in human resources and management within various aviation-related companies, and he currently serves as the deputy secretary of the party committee at the company [2][3] Amendments to Articles of Association - The proposed amendments aim to enhance the governance structure of the company, ensuring the protection of the rights of shareholders, employees, and creditors [3][4] - Specific changes include the rephrasing of clauses to align with the principles of corporate governance and the establishment of a modern state-owned enterprise system [3][4] - The amendments also emphasize the company's commitment to social responsibility and the publication of ESG reports [4][5] Company Operations - The company's main business activities include the manufacturing and sales of high-performance fibers and composite materials, as well as research and development in new materials [5][6] - The company is also involved in the design and production of civil aircraft components, adhering to regulatory requirements for its operations [5][6]