Innuovo Technology Co.Ltd(000795) articles of Association
March, 2002
catalog
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors 29 Chapter VIII Financial Accounting system, profit distribution and audit 31 Chapter IX notice and announcement 35 Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 36
Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions thirty-nine
Innuovo Technology Co.Ltd(000795) articles of Association
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, 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 (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 provisions (hereinafter referred to as the “company”). The company was established by raising funds with the approval of Shanxi Provincial People’s Government in document Jin Zheng Han [1997] No. 72; Registered with Zhejiang market supervision and Administration Bureau and obtained a business license. The unified social credit code is 9114 Shenzhen Energy Group Co.Ltd(000027) 6205461e.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 155 million ordinary shares for the first time. When it was established, it issued 69.15 million shares and 30.85 million shares to the promoters Taiyuan Shuangta corundum (Group) Co., Ltd. (formerly Taiyuan grinding wheel factory) and Taiyuan Dongshan Coal Mine Co., Ltd. (formerly Taiyuan Dongshan coal mine), On July 21, 1997, 55 million RMB ordinary shares were issued to the public for the first time. Among them, 55 million domestic shares subscribed in RMB issued by the company to domestic investors were listed on Shenzhen Stock Exchange on August 8, 1997.
Article 4 registered name of the company:
Chinese: Innuovo Technology Co.Ltd(000795)
English: innuovo Technology Co., Ltd
Article 5 company domicile: Building 1, No. 196, Gongye Avenue, Hengdian Town, Dongyang City, Zhejiang Province
Postal Code: 322118
Article 6 the registered capital of the company is RMB 1133684103.
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 according to the provisions of the party constitution, the company establishes the organization of the Communist Party of China, establishes the working organization of the party, is equipped with party affairs staff, and ensures the working funds of the party organization.
Article 11 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 12 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 business purpose of the company: make full use of local energy and resource advantages, develop the company into an industrial base of NdFeB magnetic materials with independent intellectual property rights and national brands, continuously improve economic and social benefits, and repay the majority of investors with excellent performance.
Article 14 the business scope of the company is: technical service, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of rare earth functional materials; Research and development of new material technology; Production of magnetic materials; Sales of magnetic materials; Motor manufacturing; Research and development of motor and its control system; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Manufacturing of power electronic components; Sales of power electronic components; Manufacturing of gears, gear reducers and gearboxes; Sales of gears, gear reducers and gearboxes; Manufacturing of off highway leisure vehicles and spare parts; Sales of off-road leisure vehicles and spare parts; Sales of valves and cocks; Research and development of valves and cocks; Manufacturing of disabled cars; Disabled car sales. (except for the items that must be approved according to law, carry out business activities independently according to law with the business license) import and export of goods; Technology import and export. (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 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB, with one yuan per share.
Article 18 the shares issued by the company shall be centrally deposited by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Article 19 the total number of ordinary shares approved for the initial issuance of the company is 155 million. At the time of establishment, the company issued 69.15 million shares and 30.85 million shares to the promoters Taiyuan Shuangta corundum (Group) Co., Ltd. (formerly Taiyuan grinding wheel factory) and Taiyuan Dongshan Coal Mine Co., Ltd. (formerly Taiyuan Dongshan coal mine), accounting for 44.61% and 19.91% of the total number of ordinary shares of the company respectively. On May 28, 1997, Taiyuan Shuangta corundum (Group) Co., Ltd. (formerly Taiyuan grinding wheel factory) converted the operating net assets of its corundum company and automatic three-dimensional warehouse company of 870409 million yuan into 69.15 million shares of state-owned legal person shares into equity company; Taiyuan Dongshan Coal Mine Co., Ltd. (formerly Taiyuan Dongshan coal mine) converted part of the operating net assets of its thermal power plant of 388222 million yuan into 30.85 million shares of state-owned legal person shares into equity companies.
Article 20 the total number of shares of the company is 1133684103, all of which are ordinary shares in RMB.
Article 21 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 22 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 23 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 24 a company may not purchase its own shares, except under any 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) the listed company needs to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of Article 24 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 (3), (5) and (VI) of Article 24 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 Article 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (VI), the total shares of the company 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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.
If the above-mentioned personnel leave before the expiration of their term of office, they shall transfer no more than 25% of the total shares of the company held by them each year during the term of office determined at the time of taking office and within six months after the expiration of their term of office. The above-mentioned personnel shall not transfer the shares of the company they hold within six months after their resignation.
Article 30 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 within 6 months after they buy them, or buy them again within 6 months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the 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.
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.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in paragraph 1 includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall sign a share custody agreement with China Securities Depository and Clearing Co., Ltd. Shenzhen Branch and establish a register of shareholders according to the certificates provided by China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. 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 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 33 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 the laws, regulations or administrative departments.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall, in accordance with the requirements of the shareholder
