Anhui Zhongyuan New Materials Co.Ltd(603527)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
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 nineteen
Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Chapter VI managers and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II of the board of supervisors thirty-six
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 forty-one
Chapter IX notices and announcements forty-one
Section I notice forty-one
Section II announcement forty-two
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 forty-four
Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Anhui Zhongyuan New Materials Co.Ltd(603527) (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 of the people’s Republic of China and other laws and regulations.
The company was initiated and established by Wuhu Zhongyuan metal belt foil Co., Ltd. in the form of overall change. It was registered with Wuhu Administration for Industry and Commerce in Anhui Province and obtained a business license with the business license number of 3402080001848. Article 3 with the approval of the China Securities Regulatory Commission on August 11, 2017, the company issued 31.1 million RMB ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on September 7, 2017.
Article 4 registered name of the company: Anhui Zhongyuan New Materials Co.Ltd(603527)
Article 5 domicile of the company: No. 48, Fengming Hubei Road, Wuhu Economic and Technological Development Zone
Postal Code: 241008
Article 6 the registered capital of the company is 243824000 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 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 (hereinafter referred to as “manager”) and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the Deputy General Manager (hereinafter referred to as “deputy manager”), the Secretary of the board of directors and the person in charge of finance.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose is to establish a modern enterprise system, realize the optimal allocation of resources and improve economies of scale; Adapt to market needs, accelerate structural adjustment and improve market competitiveness; Promote technological progress, improve operation and management, improve asset operation efficiency, and provide investors with rich returns.
Article 14 after registration according to law, the business scope of the company: production, processing and sales of non-ferrous metal strips and foils; Processing and sales of non-ferrous metal materials; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state).
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.
The company shall issue preferred shares according to law when necessary. When issuing preferred shares, provisions on matters related to preferred shares shall be made in the articles of association.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 19 when the company is established, the capital contributions of the company’s promoters are as follows:
No. amount of shares held by the sponsor (10000 shares) shareholding proportion (%) mode of contribution time of contribution
1 letter of Quanhu 453681 56.01 net assets
2 Ruan Jiyou 140616 17.36 net assets
3. Net assets of Shanghai Kehui equity investment center 726.57 8.97
(limited partnership)
4 Wu Ping 507.87 6.27 net assets
5 Wang chenbiao 396.09 4.89 net assets
6 Li Wenwen 217.89 2.69 net assets may 2011
7 Li Mingjun 134.46 1.66 overall change of net assets
8 Tao Changmei 90.72 1.12 net assets Co., Ltd
9 he Xiaohai 18.63 0.23 net assets
10. Net assets of sun Laibao 13.77 0.17
11 Wang Cheng 13.77 0.17 net assets
12 ganpeibao 13.77 0.17 net assets
13 Tao junbing 13.77 0.17 net assets
14 tianlinjin 9.72 0.12 net assets
Total 810000 100.00 —
Article 20 the total number of shares of the company is 243824000, all of which are ordinary shares.
The existing shareholders of the company shall be subject to the information recorded by the securities registration and settlement institution.
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 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 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.
Article 25 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 acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 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 paragraph 1 of Article 24 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 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 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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; The shares held by the company shall not be transferred within 1 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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. 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.
