constitution
February, 2002
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope three
Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer six
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 fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders twenty
Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors twenty-nine
Chapter VI general manager and other senior managers thirty-four
Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors thirty-eight
Chapter VIII Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section II Internal Audit forty-four
Section III appointment of accounting firm forty-four
Chapter IX party building work forty-four
Chapter X notice and announcement forty-five
Section I notice forty-five
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-six
Capital increase, merger and reduction forty-six
Section 2 dissolution and liquidation 47 Chapter XII amendment of the articles of Association 50 Chapter XIII Supplementary Provisions fifty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Kbc Corporation Ltd(688598) (hereinafter referred to as “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 the company is a joint stock limited company established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions. The company was founded by the overall change of Hunan Jinbo composite material technology Co., Ltd., registered with Yiyang market supervision and Administration Bureau, and obtained a business license with the business license number of 914309007744857l.
Article 3 with the consent of China Securities Regulatory Commission, the company issued 20 million ordinary shares in RMB to the public for the first time on April 15, 2020, and was listed on the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on May 18, 2020.
Article 4 registered name of the company:
Chinese Name: Kbc Corporation Ltd(688598)
English Name: KBC Corporation, Ltd
Article 5 domicile of the company: No. 2, Yingbin West Road, Yiyang City, Hunan Province.
Postal Code: 413000
Article 6 the registered capital of the company is 80.2 million yuan.
Article 7 the business term of the company is 30 years.
Article 8 the general manager 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 other senior managers mentioned in the articles of association refer to the chief scientist, deputy general manager, chief engineer, chief financial officer and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: Based on scientific and technological innovation, build a national brand, create value for customers, create profits for shareholders, create opportunities for employees and create wealth for the society.
Article 13 after registration according to law, the business scope of the company is: research, development, production, sales and services of carbon fiber materials, advanced composite materials and powder metallurgy materials; The import and export business of raw materials required by the enterprise and the export business of products produced by the enterprise (except those restricted by the state); Photovoltaic power generation. (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 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, and the par value is RMB 1 / share. Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Sequence shareholder name contribution method shareholding quantity shareholding proportion No. (10000 shares) (%)
1. Net assets of Powder Metallurgy Engineering Research Center Co., Ltd. of Central South University converted into shares —
2. Hunan new material industry venture capital fund enterprise (limited partnership) net assets converted into shares 1018.6500 20.37
3. Net assets of Yiyang Jinbo Management Consulting Center (limited partnership) converted into shares 446.7000 8.93
4 Shenzhen Chuang Dongfang Mingda investment enterprise (limited partnership) net assets converted into shares 419.7250 8.39
5. Net assets of Liao Jiqiao converted into shares 350.3950 7.01
6 Shenzhen Chuang Dongfang Anxing investment enterprise (limited partnership) net assets converted into shares —
7. Net assets of Changsha Deheng Investment Management Consulting Co., Ltd. converted into shares 189.8500 3.80
8. Net assets of Tan Zan converted into shares 175.5400 3.51
9. Net assets of Tianjin Yirun wealth equity investment partnership (limited partnership) converted into shares 148.3450 2.97
10. Net assets of Liu fangfen converted into shares 120.6300 2.41
11. Net assets of Pan Yingjiu converted into shares 117.0700 2.34
12 Wu Chuanqing’s net assets converted into shares 114.7600 2.30
13. Net assets of Changsha Tonghe Investment Management Consulting Co., Ltd. converted into shares —
14. Net assets of Zhang Yongbo converted into shares 104.1700 2.08
15. Net assets of Changsha Tonghe growth venture capital partnership (limited partnership) converted into shares —
16. Net assets of Yiyang Zhengjia Management Consulting Center (limited partnership) converted into shares 74.1750 1.48
17. Net assets of Li Xiaobo converted into shares 57.1400 1.14
18 weeks Yiwen net assets converted into shares 54.6350 1.09
19. Net assets of Yang Junqi converted into shares 36.5550 0.73
Total 5000.0000 100.00
Article 19 the total number of shares of the company is 80.2 million, all of which are ordinary shares in RMB.
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.
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be handled in accordance with the provisions of national laws, administrative regulations, departmental rules and other documents and the provisions of the company’s prospectus for convertible corporate bonds.
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) 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 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and 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 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 paragraph 1 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 paragraph 1 of Article 23 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 23 of the articles of association, 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 item (IV) or (VI) 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 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 one year from the date of establishment of the company. The shares that have been 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 held by the company and their changes, and shall report to the company every
