constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II of the board of directors
Section III Secretary of the board of directors
Section IV independent directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX incentive mechanism Chapter X social responsibility Chapter XI Party Building
Section 1 institutional setup of Party Organizations
Section II functions and powers of the Party committee of the company
Chapter XII notice and announcement
Section I notice
Section 2 Announcement
Chapter XIII merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter 14 labor and personnel Chapter 15 amendment of the articles of Association chapter 16 supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Gem Co.Ltd(002340) (hereinafter referred to as “the company”) and its 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”) 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 in accordance with the company law and other relevant laws and regulations.
On December 11, 2006, the company made a resolution at the shareholders’ meeting of the former Shenzhen Gem Co.Ltd(002340) High Tech Co., Ltd. to change the former Shenzhen Gem Co.Ltd(002340) High Tech Co., Ltd. into a joint-stock company by initiating the establishment with all the shareholders of the former Shenzhen Gem Co.Ltd(002340) High Tech Co., Ltd. as the sponsors. The company is registered with Shenzhen Administration for Industry and commerce according to law and has obtained the business license of enterprise legal person. The unified social credit code is 914403007341643035.
Article 3 the company was approved by the China Securities Regulatory Commission on December 17, 2009 and submitted to the State Council for the first time
The public issued 23330000 RMB ordinary shares, which were listed on Shenzhen Stock Exchange on January 22, 2010.
If the listing of the company’s shares is terminated, the company’s shares shall enter the agency share transfer system to continue trading. When the company modifies the articles of association, it shall not modify the provisions of this paragraph.
Article 4 registered Chinese name of the company: Gem Co.Ltd(002340) registered English name of the company: gemco, Ltd.
Article 5 company domicile: room 2008, 20 / F, building a, Rongchao Binhai building, south of Xinghua Road, Bao’an Central District, Bao’an District, Shenzhen, postal code 518101.
Article 6 the registered capital of the company is 4783522257 yuan.
Article 7 the business term of the company is from December 28, 2001 to August 13, 2024.
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 their shares, 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 company and shareholders, 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 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief financial officer, chief accountant and chief engineer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to devote to the recycling of secondary resources, produce low-cost and high-performance key materials with world advanced recycling technology, practically promote the industrial practice of China’s circular economy, open up multiple resource channels for China’s sustained economic growth, make unremitting efforts, and enhance the core competitiveness of China’s manufacturing industry, Create good social value and economic benefits.
Article 13 after registration according to law, the business scope of the company is: research and development of secondary resource recycling technology; Research and development of eco-environmental materials, new energy materials, ultra-fine powder materials, opto electromechanical precision analytical instruments and recycling technology, as well as high-tech consulting and services; Investment and establishment of industries (specific projects will be reported separately): China Trade (excluding exclusive, specially controlled and exclusive commodities); Operate import and export business (except for the items prohibited by laws, administrative regulations and decisions of the State Council, and the restricted items can be operated only after obtaining a license); Ordinary freight (excluding dangerous goods, which shall be operated with the road transportation operation license); Production and sales of ultrafine nickel powder and ultrafine cobalt powder and collection and temporary storage of waste batteries (operated by branches). Production and sales of plastic wood profiles and copper alloy products and waste circuit board treatment (operated by branches); Recycling, disposal and sales of waste metals, battery factory waste, waste electronic products, waste household appliances, waste electromechanical equipment and its parts, waste papermaking raw materials, waste light chemical raw materials and waste glass (the above business items are operated by branches); Collection, storage and disposal of waste vehicle power batteries (the above business items are operated by branches).
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 Shenzhen HUIFENGYUAN Investment Co., Ltd., Guangdong science and Technology Venture Capital Co., Ltd., Shenzhen Xiexin Industrial Co., Ltd. and Shenzhen xinyuanxing new materials Co., Ltd. When the company was established, the total share capital was 52 million shares, all of which were ordinary shares in RMB. The shares held by the promoters are converted from the audited net assets of the former Shenzhen Gem Co.Ltd(002340) High Tech Co., Ltd. as of November 30, 2006 before the establishment of the company, and the contribution time is December 11, 2006; Among them, Shenzhen HUIFENGYUAN Investment Co., Ltd. subscribed for 2017.08 million shares, Guangdong science and Technology Venture Capital Co., Ltd. subscribed for 19.1888 million shares, Shenzhen Xiexin Industrial Co., Ltd. subscribed for 9.63 million shares, and Shenzhen xinyuanxing New Material Co., Ltd. subscribed for 3.2864 million shares.
Article 19 the total share capital of the company is 4783522257 shares, all of which are ordinary shares in RMB, with a par value of 1 yuan per share.
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) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 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 purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be conducted 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, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company acquires its shares due to Article 23 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.
Where a listed company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
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.
If a director, supervisor or senior manager of the company leaves his post before the expiration of his term of office, he shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six months after the expiration of his term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares of the company it holds; (II) the company’s shares held by him shall not be transferred within half a year after his resignation;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities of the company within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the securities regulatory authority under the State Council.
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 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; Holding shares of the same class
