Huangshan Novel Co.Ltd(002014) HUANGSHAN NOVEL CO.,LTD
constitution
Securities code: 002014
Securities abbreviation: Huangshan Novel Co.Ltd(002014)
Revised on: February 24, 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Section 4 others Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
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 nineteen
Section 1 Directors nineteen
Section II special code of conduct of the Chairman twenty-two
Section III independent directors twenty-three
Section IV board of Directors twenty-seven
Section V Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section 2 profit distribution thirty-nine
Section III internal audit forty
Section IV appointment of accounting firm 40 Chapter IX notices and announcements forty-one
Section I notice forty-one
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-five
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, the 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) and other relevant provisions.
Article 2 Huangshan Novel Co.Ltd(002014) is a joint stock limited company established in accordance with the company law, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other relevant provisions (hereinafter referred to as "the company" or "the company").
The company was approved by the Ministry of foreign trade and economic cooperation of the people's Republic of China in the document "foreign trade and economic cooperation Zi Er Han [2001] No. 820", and was wholly changed and established by Huangshan Yongxin decoration and packaging materials Co., Ltd. The company is registered with the State Administration for Industry and Commerce of the people's Republic of China and has obtained the business license of enterprise legal person; Transferred to Anhui Administration for Industry and Commerce on December 31, 2002.
Unified social credit code of the company: 91340000610487231t.
Article 3 with the approval of the China Securities Regulatory Commission on June 8, 2004, the company issued 23.4 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on July 8, 2004. With the approval of China Securities Regulatory Commission on June 22, 2007, the company publicly issued 11.94 million new ordinary shares, which were listed and traded on July 27, 2007.
With the approval of China Securities Regulatory Commission on March 22, 2012, the company issued 31407500 new ordinary shares in the form of non-public offering of shares, which was listed and traded on July 12, 2012.
On March 21, 2016, with the approval of China Securities Regulatory Commission, the company issued 9986033 shares to Huangshan Yongjia (Group) Co., Ltd. to purchase relevant assets, and the new shares were listed on April 15, 2016.
Article 4 full registered name of the company: Huangshan Novel Co.Ltd(002014)
HUANGSHAN NOVEL CO.，LTD
Article 5 domicile of the company: No. 188, Huizhou East Road, Huizhou District, Huangshan City, Anhui Province.
Postal Code: 245900.
Article 6 the registered capital of the company is RMB 616098702.
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, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: in accordance with the law on Sino foreign joint ventures, based on the principle of equality and mutual benefit, all parties jointly invest in the production of fine chemical products such as vacuum coating, plastic color printing, composite flexible packaging materials and new drug packaging materials, and strive to explore the international market and create the best economic benefits.
Article 13 with the approval of the administrative department for Industry and commerce, the business scope of the company: production and sales of high-tech products such as vacuum coating, multi-functional film, color printing composite flexible packaging materials, paper-based composite packaging materials, new pharmaceutical packaging materials, plastic products and fine chemical products; Printing, packaging decoration, packaging design and technical services, import and export business of related products and technologies.
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 when the company was established, the shares of the promoters were 70 million, including 41.3315 million shares held by Huangshan Yongjia (Group) Co., Ltd., 14.3815 million shares held by Dayong Vacuum Technology Co., Ltd., 7 million shares held by Meijia powder coating Co., Ltd. and 6.237 million shares held by Yongbang China Investment Co., Ltd. (formerly known as Yongxin East China Investment Co., Ltd.), Hefei shenlu group holds 1.05 million shares.
The promoters took the net assets corresponding to the equity of the original Huangshan Yongxin decoration and packaging Co., Ltd. as their capital contribution to the company on September 22, 2001.
Article 19 the total number of shares of the company is 616098702, all of which are ordinary 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) 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.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company's shares is lower than the net assets per share in the latest period;
(II) the closing price of the company's shares has fallen by 30% for 20 consecutive trading days.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
The acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association shall be carried out through public centralized trading.
Article 25 the company's acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; For the reasons specified in items (III), (V) and (VI) of Article 23 of the articles of association, the acquisition of shares of the company shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 23, if it falls under 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; If the total number of shares held by the company exceeds paragraph (VI) or (III) of the company, it shall not exceed 3% of the total number of shares issued and cancelled within the year.
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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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 the directors, supervisors and senior managers of the company resign before the expiration of their term of office, their share transfer shall comply with relevant laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
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. Section IV others
Article 30 after the listing of shares is terminated, the company's shares shall enter the agency share transfer system to continue trading. The company shall not make any modification to the provisions of this paragraph.
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
