Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540)
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
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 thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-four
Section III appointment of accounting firm Chapter IX notices and announcements thirty-five
Section I notice thirty-five
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation 37 Chapter XI amendment of the articles of Association 38 Chapter XII Supplementary Provisions thirty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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) The articles of association are formulated in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the guidelines for the articles of association of listed companies (revised in 2014) (hereinafter referred to as the “guidelines for the articles of association”) and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”). Jiangsu Asia Pacific Aluminum Co., Ltd; Registered with Wuxi Administration for Industry and Commerce in Jiangsu Province and obtained a business license with the business license number of 9132020073189732q.
Article 3 on December 23, 2010, the company issued 40 million ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on January 18, 2011 with the approval of “zjxk [2010] No. 1898” document of China Securities Regulatory Commission (hereinafter referred to as “CSRC”).
Article 4 registered name of the company:
Full Chinese Name: Jiangsu Asia-Pacific Light Alloy Technology Co.Ltd(002540)
Full English Name: Jiangsu Asia Pacific Lightalloy Technology Co., Ltd
Article 5 company domicile: No. 58, Lihe East Road, Xinwu District, Wuxi City, Jiangsu Province. Postal Code: 214145.
Article 6 the registered capital of the company is 1270529500 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. 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, the person in charge of finance, the Secretary of the board of directors and other senior managers recognized by the board of directors.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 business purpose of the company: manage and operate the company’s assets in a professional way in accordance with the provisions of national laws and administrative regulations and the principles of good faith and diligence, so as to create a satisfactory return on investment for all shareholders.
Article 14 after registration according to law, the business scope of the company: technology development, technical consultation, technology transfer, technical service, production and sales of non-ferrous metal composites, copper aluminum alloy materials, heat dissipation tubes, precision molds and auto parts (excluding projects restricted and prohibited by the state); Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
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, with a par value of one yuan per share.
Article 18 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd.
Article 19 the promoters of the company are 12 natural persons, including Zhou Fuhai, Zhou Ji, Yu Lifen, Luo Gongwu, Li Zhijun, Pu Jianying, Zhang Junhua, Zhou Yixin, Chen Weifeng, Chen Guoqin, Xiao Ming and Zhu Xiqiu, and Wuxi Jiyi Investment Co., Ltd. When Jiangsu Asia Pacific Aluminum Co., Ltd. was wholly changed and established in August 2007, the above shareholders contributed with their net assets of Jiangsu Asia Pacific Aluminum Co., Ltd. as of April 30, 2007, equivalent to 60 million shares. The number of shares subscribed by each promoter is:
Name of shareholders (%)
Zhou Fuhai 39660000 66.10
Zhou Ji 8400000 14.00
Wuxi Jiyi Investment Co., Ltd. 6000000 10.00
Yu Lifen 4860000 8.10
Luo Gongwu 120000 0.20
Li Zhijun 120000 0.20
Pu Jianying 120000 0.20
Zhang Junhua 120000 0.20
Chen Guoqin 120000 0.20
Xiao Ming 120000 0.20
Chen Weifeng 120000 0.20
Zhou Yixin 120000 0.20
Zhu Xiqiu 120000 0.20
Total 60000000 100
Article 20 all shares of the company are ordinary shares, totaling 1270529500 shares.
Article 21 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 22 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 23 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 24 the company shall not purchase its own shares. However, except under any of 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) use the shares to convert the corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the value of the company and shareholders’ rights and interests.
Article 25 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 24, if it belongs to the situation in 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 27 the shares of the company may be transferred according to law.
After the listing of the shares is terminated, the company’s shares will enter the agency share transfer system to continue trading.
The articles of association of the company shall not be amended by the shareholders’ meeting.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one 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 total number of shares held by the directors and supervisors of the company and the change of their holding of shares in the company shall not exceed 25% each year; 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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
Shares held by directors, supervisors, senior managers and natural person shareholders as mentioned in the preceding paragraph or
