Articles of association of zhongyifeng Zyf Lopsking Aluminum Co.Ltd(002333) Material Technology Co., Ltd
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section 2 independent directors twenty-three
Section III board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII party branches Chapter IX Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II Internal Audit forty
Section III appointment of accounting firm 40 Chapter X notices and announcements forty
Section I notice forty
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 44 Chapter XIII Supplementary Provisions forty-four
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, and give full play to the leading core and political core role of the organization of the Communist Party of China, 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 articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions.
Article 2 the company is a joint stock limited company established by its predecessor Suzhou Zyf Lopsking Aluminum Co.Ltd(002333) Aluminum Industry Co., Ltd. in accordance with the company law and other relevant regulations and approved by the document SZP [2007] No. 1250 of the Ministry of Commerce of the people’s Republic of China.
The company was registered with Suzhou administration for Industry and Commerce of Jiangsu Province (hereinafter referred to as “Suzhou administration for Industry and commerce”) and obtained the unified social credit Code: 913205006082844193.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 8, 2009, the company issued 39.2 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on January 12, 2010.
Article 4 registered name of the company: (Chinese) zhongyifeng Zyf Lopsking Aluminum Co.Ltd(002333) Material Technology Co., Ltd. (English) ZYF lopking Material Technology Co., Ltd. Article 5 company domicile: No. 2777, Taidong Road, Panyang Industrial Park, Huangdai Town, Xiangcheng District, Suzhou City, Jiangsu Province, China. Postal Code: 215143
Article 6 the registered capital of the company is 652603600 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 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, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager and Secretary of the board of directors of the company
Chapter II business purpose and scope
Article 12 the company’s business purpose is to use international advanced technology and equipment and advanced management experience to improve product quality, reduce costs, improve product competitiveness in the market and obtain satisfactory economic and social benefits.
Article 13 after being registered according to law, the business scope of the company is: research, development, production and sales of aluminum alloy profiles; Sales and installation of doors and windows, curtain walls and accessories (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments). Licensed projects: power generation, transmission and power supply business (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). General items: non residential real estate leasing, machinery and equipment leasing; New material technology promotion services; Contract energy management; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Industrial design services; Engineering and technical research and test development; Maintenance of electronic and mechanical equipment (excluding special equipment); Sales of photovoltaic equipment and components; Leasing of photovoltaic power generation equipment; Import and export of goods; Technology import and export; Import and export agency (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Zyf Lopsking Aluminum Co.Ltd(002333) Holding Co., Ltd. and Suzhou Lizhong Enterprise Management Consulting Co., Ltd., and their subscribed shares are 110308800 shares and 7291200 shares respectively. The company was established by the overall change of its predecessor Suzhou Zyf Lopsking Aluminum Co.Ltd(002333) Aluminum Co., Ltd. when the company was established, the promoters had paid up their respective subscribed registered capital.
Article 19 the total number of shares of the company is 652603600, all of which are ordinary shares. There are no other classes of shares. Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of Association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
(I) after the listing of shares is terminated, the company’s shares will enter the agency share transfer system to continue trading.
(II) the provisions of the preceding paragraph in the articles of association shall not be modified.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with a written document certifying the type and number of shares held by him
