Anhui Estone Materials Technology Co.Ltd(688733)
constitution
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 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 thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-seven
Section III 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 II Internal Audit forty-one
Section III appointment of accounting firm Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-three
Section 1 merger, division, capital increase and capital reduction forty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-six
Anhui Estone Materials Technology Co.Ltd(688733) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Anhui Estone Materials Technology Co.Ltd(688733) (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 and other relevant provisions. It is established by all the sponsors and shareholders of Bengbu Xinyuan material technology Co., Ltd. with the overall change of audited net assets into shares, registered with Bengbu Administration for Industry and Commerce and quality and technology supervision and obtained a business license.
Article 3 with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company was registered and issued in Shanghai Stock Exchange on July 12, 2021, issued 45541085 RMB common shares (A shares) to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on August 17, 2021.
Article 4 registered name of the company: Anhui Estone Materials Technology Co.Ltd(688733) .
Article 5 domicile of the company: No. 10, Jinhe Road, Huaiyuan Economic Development Zone, Bengbu City, Anhui Province.
Article 6 registered capital of the company: RMB 182164340.
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 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, 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: to conduct global operation with international leading technology, always adhere to the just cause and contribute knowledge and technology to mankind. Provide solutions to meet customers’ needs and expectations through product innovation and process innovation. Continuously improve the corporate governance structure, strengthen the internal control of the enterprise, face the market outside China, create good investment benefits for shareholders and provide a good development platform for employees with the best allocation of resources.
After registration according to law, the business scope of the company: manufacturing of special electronic materials; Battery manufacturing; Manufacturing of synthetic materials (excluding hazardous chemicals); Manufacturing of non-metallic mineral products and special equipment (excluding manufacturing of licensed professional equipment); Sales of electronic special materials; Battery sales; Sales of synthetic materials; Sales of metal matrix composites and ceramic matrix composites; Sales of non-metallic minerals and products; Sales of mechanical equipment; Technology import and export; Research and development of emerging energy technologies; Research and development of new material technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (except for the commodities and technologies restricted or prohibited from export by the state). (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 13 the shares of the company shall be in the form of shares.
Article 14 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; For shares of the same class issued at the same time subscribed by any unit or individual, the same price shall be paid per share.
Article 15 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
Article 16 on the date of establishment, the company issued 36.99 million RMB ordinary shares to all promoters, accounting for 100% of the total issued ordinary shares of the company. The names of the promoters at the time of establishment and the shares subscribed by them are as follows
Serial number shareholder name / name number of shares held (10000 shares) contribution ratio (%)
1 Jiang Xuexin 1836030 49.636
2 Wang Yajuan 348565 9.423
3 Wang Tongcheng 267635 7.235
4 Fujin 243040 6.570
5 Zhou Jian 136920 3.702
920136 Xiaolin
7 Liu Yongkai 120870 3.268
8 Chen Huaguang 91.160 2.464
9 Jiang Daiyu 82.355 2.226
10 Liu Zhen 68.985 1.865
11 Cao Zhengzheng 68.460 1.851
12 Zhang Jianjun 68.460 1.851
13 lanruidong 61.775 1.670
14 Tu Fangping 54.775 1.481
15 Nie Wenli 41.090 1.111
16 opening weight 34.300 0.927
17 song Lei 27.370 0.740
18 Liang Jiandong 10.290 0.278
Total 3699000 100000
Article 17 the total number of shares of the company is 182164340 shares, all of which are ordinary shares.
Article 18 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 19 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 stipulated by laws and administrative regulations.
Article 20 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 21 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) necessary for the 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 22 a company may choose one of the following ways to purchase its shares:
(I) centralized bidding;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 23 the company’s acquisition of shares of the company due to items (I) and (II) of Article 21 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 21 of the articles of association, it may, with reference to the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 21 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 three years.
Section 3 share transfer
Article 24 the shares of the company may be transferred according to law.
Article 25 the company does not accept the company’s shares as the subject matter of the pledge.
Article 26 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 tenure, 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 27 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall purchase the company’s shares within 6 months after purchase
