Anhui Genuine New Materials Co.Ltd(603429)
constitution
February 2022
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 Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section 2 independent directors twenty-five
Section III board of Directors twenty-nine
Section IV Special Committee of the board of Directors 35 Chapter VI president and other senior managers 36 Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-one
Section I financial accounting system forty-one
Section II Internal Audit forty-five
Section III appointment of accounting firm Chapter IX notices and announcements forty-five
Section I notice forty-six
Section II announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation 48 Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Anhui Genuine New Materials Co.Ltd(603429) (hereinafter referred to as “the company”), shareholders and creditors and standardize the organization and behavior of the company, these articles of association are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the articles of association of the Communist Party of China 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. The company was wholly changed and established by Taihu Jiyou Paper Co., Ltd., and the original rights and obligations of Taihu Jiyou Paper Co., Ltd. were inherited by the company.
Article 3 the company implements the development concept of innovation, coordination, green, openness and sharing, protects the legitimate rights of shareholders and ensures their fair treatment, actively performs social responsibilities, respects the basic rights and interests of stakeholders, and effectively improves the value of the company.
Article 4 the company shall establish the party organization, set up the working organization of the party and allocate party affairs staff in accordance with the articles of association of the Communist Party of China. The establishment and staffing of the party organization shall be included in the management organization and staffing of the company, and the working funds of the party organization shall be included in the budget of the company and disbursed from the management expenses of the company.
Article 5 on December 23, 2016, with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) (zjxk [2016] No. 3164), the company issued 17 million ordinary shares in RMB to the public for the first time, and was listed on Shanghai Stock Exchange on January 24, 2017.
Article 6 registered name of the company:
(I) Chinese Name: Anhui Genuine New Materials Co.Ltd(603429)
(II) English Name: Anhui genuine new materials Co., Ltd
Article 7 domicile of the company: Economic Development Zone, Taihu County, Anqing City, Anhui Province
Postal Code: 246400
Article 8 the registered capital of the company is 380238957 yuan.
Article 9 the company is a permanent joint stock limited company.
Article 10 the chairman is the legal representative of the company.
Article 11 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 12 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 13 The term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 14 business purpose of the company: adhering to the business philosophy of “integrity, harmony, mutual benefit and coexistence”, strive to give full play to the supporting role of technology research and development, produce better products for users, provide better services and create the best benefits for the enterprise.
Article 15 after being registered according to law, the business scope of the company is: packaging and decoration printing and other printing; R & D, production and sales of cigarette packaging paper, sealing paper, cigarette label and electrochemical aluminum; Paper products processing; R & D, production and sale of electronic cigarette, smoking set, electronic nebulizer, electronic digital product, electronic cigarette oil and essential oil. Self developed packaging and decoration printing and other printing technology transfer, technical training, technical consultation and technical services; Lease of self owned property and machinery and equipment. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments; the validity period shall be subject to the license)
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd.
Article 20 the name and shareholding amount of the promoters of the company are as follows:
Shareholding ratio
No. name of shareholder number of shares held (10000 shares) (%) contribution method contribution time
1 Xu Shanshui 3315 65 net assets converted into shares March 2016
2 Yao Fazheng 357 net assets converted into shares March 2016
More than 3 Yongheng 357 net assets converted into shares March 2016
4 sun Zhisong 306 6 net assets converted into shares March 2016
5 Yang Erguo 204 4 net assets converted into shares March 2016
6 Yan Shucheng 204 4 net assets converted into shares March 2016
7 Yang Lixin 127.5 2.5 net assets converted into shares March 2016
Chapter 8 Gongping 127.5 2.5 conversion of net assets into shares March 2016
9 weeks Shaojun 102 2 net assets converted into shares March 2016
Total 5100.00 100.00 —
Article 21 the total number of shares of the company is 380238957, all of which are ordinary shares in RMB. The company may issue ordinary shares and preferred shares according to law.
Article 22 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 23 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 24 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.
The implementation procedures of reducing the registered capital of the company are as follows:
(I) the board of directors of the company formulates a capital reduction plan;
(II) the general meeting of shareholders of the company deliberates and approves the capital reduction plan;
(III) the company repurchases shares and cancels them in an approved manner;
(IV) the company shall register the change of registered capital with the administrative department for Industry and commerce.
Article 25 the company shall not repurchase 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 26 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods stipulated by laws, administrative regulations, departmental rules or approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where a company purchases its own shares under the circumstances specified in items (III), (V) and (VI) of Article 25, it shall do so through public centralized trading.
Article 27 the company’s acquisition of shares of the company due to items (I) to (II) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25, 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 25, if it falls under the circumstances 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 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 three years.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 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 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. 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.
The board of directors of the company fails to comply with the provisions of the preceding paragraph
