Articles of association of Anhui Tongguan copper foil Group Co., Ltd
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V party organization of the company Chapter VI board of directors Chapter VII general manager and other senior managers 38 Chapter VIII board of supervisors Chapter IX Financial Accounting system, profit distribution and audit Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation 49 Chapter XII amendment of the articles of Association 53 Chapter XIII Supplementary Provisions fifty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as 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") and the securities law of the people's Republic of China (hereinafter referred to as the "Securities Law") The articles of association are formulated in accordance with the guidelines for the articles of association of listed companies and other relevant laws and regulations, 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 the original Anhui Tongguan copper foil Co., Ltd. in accordance with the provisions of the company law and other laws and regulations and normative documents.
The company is registered with Chizhou market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91341700ma2n8ln173.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on December 6, 2021, issued 207253886 ordinary shares in RMB to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on January 27, 2022.
Article 4 registered name of the company: Anhui Tongguan copper foil Group Co., Ltd;
English Name: Anhui Tongguan copper foil Group Co., Ltd.
Article 5 domicile of the company: No. 189, Qingxi Avenue, economic and Technological Development Zone, Chizhou City, Anhui Province; Postal Code: 247100.
Article 6 the registered capital of the company is 829015544 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, 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 appointed by the board of directors.
Article 12 in accordance with the provisions of the party constitution and the requirements of higher-level party organizations, the organization of the Communist Party of China shall be established in the company to carry out party activities. The party organization plays a leading role in the company and ensures the direction, overall situation and implementation. Adhere to and implement the synchronous planning of Party construction and the reform and development of the company, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of Party construction. The party organization activities of the company shall be handled in accordance with the party constitution and relevant policies and regulations. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and business scope
Article 13 business purpose: through continuous technological innovation, provide high-quality products and services for the electronic information and new energy industry, and become a first-class electronic copper foil supplier in the industry.
Article 14 after registration according to law, the business scope of the company is: electronic copper foil manufacturing, sales and services, and copper commodity trade. (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 shares issued by the company are registered shares with a face value of RMB 1 yuan per share.
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 total number of shares at the time of the overall change and establishment of the company is 621761658 shares. The names of the promoters, the number of shares subscribed, the mode and time of capital contribution are as follows:
Name of order sponsor number of shares subscribed equity ratio contribution method contribution time number (10000 shares) example (%)
1 Tongling Nonferrous Metals Group Co.Ltd(000630) 60000 96.50 net assets converted into shares 2020-4-30
2 Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. 2176.1658 3.50 net assets converted into shares 2020-4-30
Total 62176.1658 100.00——
Article 20 the total number of shares of the company is 829015544 shares, all of which are ordinary shares in RMB.
Article 21 the company or its subsidiaries (including the company's subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company's shares 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 for one 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) 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 shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 paragraph 1 of Article 24 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 paragraph 1 of Article 24 of the articles of association, if it falls into the situation of 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 six 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the company's shares, as well as other shareholders holding shares issued before the company's initial public offering or shares issued by the company to specific objects, who transfer the company's shares held by them, shall not violate laws, administrative regulations and the regulations of the securities regulatory authority on the holding period, selling time The number, method and information disclosure of sales shall comply with the business rules of Shenzhen Stock Exchange.
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 directors, supervisors and senior managers of the company shall report to the company the shares they hold in the company and their changes. During their term of office, 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 one 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 company's shares sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The term "shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders" as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people's accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 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 33 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 the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) laws and regulations
