Sinomag Technology Co.Ltd(300835)
constitution
(March 2022)
Table of contents 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 voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Section III independent directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Sinomag Technology Co.Ltd(300835) (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 established in the form of overall change, registered with Hefei market supervision and Administration Bureau, obtained a business license, and the unified social credit code is 91340100153671403j.
Article 3 on April 17, 2020, with the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) zjxk [2020] No. 742 document, the company issued 17670000 RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “exchange”) on May 25, 2020.
Article 4 registered name of the company: Sinomag Technology Co.Ltd(300835)
English name of the company: sinomag Technology Co., Ltd
Article 5 domicile of the company: Industrial Zone, Guohe Town, Lujiang County, Hefei City, Anhui Province
Postal Code: 231500
Article 6 the registered capital of the company is 70.67 million 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and chief engineer.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: take the market as the guidance, take science and technology as the driving force, believe in professionalism and revitalize national industries.
Article 13 after registration according to law, the business scope of the company is: R & D, production and sales of magnetic material series products, DC motor and parts series products, loudspeaker series products and related electronic products; Operate the export business of self-produced products and related technologies of the enterprise and its member enterprises (except for goods restricted or prohibited by the state); Operate the import business of raw and auxiliary materials, mechanical equipment, instruments and meters, spare parts and related technologies required by the production and scientific research of the enterprise or its member enterprises (except for goods limited or prohibited by the state); Processing with supplied materials and “three supplies and one compensation” business.
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 is 1 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 promoters of the company are as follows:
Name of sponsor contribution method number of shares subscribed (10000 shares) shareholding ratio contribution time
Xiong Yonghong’s net asset contribution 206145.80 November 9, 2007
Xiong Yongge net asset contribution 747 16.60200711.9
Xu leisurely’s net asset contribution 315 7. Hualan Biological Engineering Inc(002007) 11.9
Net assets contributed by Yan Yunsheng
Zhang Jianxing’s net asset contribution 189 4.20200711.9
Wan Yao contributed 162.3 million yuan in net assets on November 9, 2007
Zhang Yong’s net asset contribution 162 3.60200711.9
Sheng zuoan’s net asset contribution 162 3.60200711.9
Li Jiayue’s net asset contribution was 53.25 1.18 November 9, 2007
Xiong Yongxin’s net asset contribution was 40.5 0.90 on November 9, 2007
Yao Rongkui net asset contribution 40.5 0.90200711.9
Su Meizhen’s net asset contribution 39 0.87200711.9
Zuo benxia’s net asset contribution was 37.5 0.83, November 9, 2007
Chen Juan net assets contribution 36 0.80200711.9
Wu Shuying’s net asset contribution was 32.25 0.72, November 9, 2007
Ding Jinglin’s net asset contribution was 31.5 0.70, November 9, 2007
Zhu Xudong net asset contribution 27 0.60200711.9
Zhu Juncai’s net asset contribution was 22.5 0.50200711.9
Zuo Juzhen’s net asset contribution was 22.5 0.50, November 9, 2007
Yu Rong’s net asset contribution 18 0.40200711.9
Ge Zhiyu net asset contribution 18 0.40200711.9
Wu baobing’s net asset contribution 13.5 0.30200711.9
Xiong yanao net asset contribution 9 0.20200711.9
Article 19 the total number of shares of the company is 70.67 million, all of which are 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 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 securities regulatory authorities.
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) 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.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved 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 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 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 3 years.
Section 3 share transfer
Article 26 the shares of the company can be transferred in accordance with relevant laws and the relevant provisions of the articles of association. 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.
Within 36 months from the date of listing of the company’s shares, the controlling shareholders and actual controllers of the company shall not transfer or entrust others to manage the shares directly or indirectly held by them that have been issued before the company’s public offering of shares, nor shall the company repurchase the shares directly or indirectly held by them that have been issued before the company’s public offering of shares. 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. If the directors, supervisors and senior managers of the company declare their resignation within six months from the date of IPO listing, they shall not transfer their directly held shares of the company within 18 months from the date of declaration of resignation; In case of reporting resignation between the seventh month and the twelfth month from the date of listing of initial public offering of shares, the date of reporting resignation shall be deemed as the date of reporting resignation
