Hengdian Group Dmegc Magnetics Co.Ltd(002056)
constitution
March 2022
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 resolutions and voting at general meetings
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII party building Chapter IX Financial and accounting system, profit distribution and audit
Financial accounting system section I
Section II Internal Audit
Section III appointment of accounting firms
Chapter X notice and announcement
Section I notice
Section 2 Announcement
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XII amendment of the articles of association Chapter XIII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hengdian Group Dmegc Magnetics Co.Ltd(002056) (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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) The articles of association are formulated in accordance with the guidelines for the articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the Listing Rules), the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board (hereinafter referred to as the standardized operation), 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 approved by Zhejiang Provincial People’s Government in ZZF [1999] No. 38 document, and was established by Nanhua Development Group Co., Ltd. (formerly known as Hengdian Group Co., Ltd., the same below), Dongyang chemical fiber textile factory, Zhejiang puluokangyu biopharmaceutical Co., Ltd. (formerly Zhejiang Kangyu biopharmaceutical Co., Ltd., the same below) Dongyang No. 9 organic synthetic chemical plant and Dongyang Jingjiang chemical plant are joint-stock companies established by way of initiation and subscription of all shares as sponsors; The company was registered with Zhejiang market supervision and Administration Bureau on March 30, 1999 and obtained the business license of legal person with unified social credit Code: 91330 Guangdong Golden Dragon Development Inc(000712) 560751d.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 3, 2006, the company issued 60 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on August 2, 2006.
Article 4 registered name of the company: Hengdian Group Dmegc Magnetics Co.Ltd(002056)
English full name: Hengdian group dmegc magnetism Co., Ltd
Article 5 domicile of the company: Hengdian Industrial Zone, Dongyang City, Zhejiang Province; Postal Code: 322118
Article 6 the registered capital of the company is 1626712074 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 Secretary of the board of directors and the chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to establish enterprises through science and technology, revitalize national industries and radiate the regional economy. Article 13 after being registered according to law, the business scope of the company is: production of magnetic materials; Sales of magnetic materials; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Manufacturing of electronic components and electromechanical components; Sales of electronic components and electromechanical components and equipment; Battery manufacturing; Battery sales; Sales of gas and liquid separation and purification equipment; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed items: electrical installation services; Food and Beverages; Accommodation services; Song and dance entertainment activities. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of 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 the same class of shares issued by the company 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, with one yuan per share.
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 sponsors and shareholders of the company are Nanhua Development Group Co., Ltd., Dongyang chemical fiber textile factory, Zhejiang puluokangyu biopharmaceutical Co., Ltd., Dongyang No. 9 organic synthetic chemical plant and Dongyang Jingjiang chemical plant. Among them, Nanhua Development Group Co., Ltd. invested on July 1, 1998, with its operating assets as its capital contribution. The net asset value of this part of assets after evaluation and confirmation is 174123200 yuan, which is converted into 114 million legal person shares in the proportion of 1:0.6547, and the proportion of capital contribution is 95%;
The other four promoters contributed on March 23, 1999, each with an equal amount of cash of RMB 2.2911 million, and converted into 1.5 million legal person shares in the same proportion, with a contribution ratio of 1.25%.
Article 19 after several share changes, the total number of shares of the company is 1626712074 shares, and the capital structure of the company is 1626712074 ordinary shares.
Article 20 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 21 according to the needs of operation and development, and in accordance with the provisions of laws and administrative 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 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) the shareholders request the company to purchase their shares due to their objection to 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 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 due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out 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 under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors of the company.
After the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to 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 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 their shares of the company and their changes to the company. 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 29 If the shareholders, directors, supervisors and senior managers of the company holding more than 5% of the shares sell their shares or other equity securities of the company within six months from the date of purchase, or buy them again within six months from the date of sale, the proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds, And timely disclose relevant information. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 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 32 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) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 shareholders propose to consult the relevant information mentioned in the preceding article
