Shanghai Smith Adhesive New Material Co.Ltd(603683) chapter
Cheng
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders nine
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders fourteen
Chapter V board of Directors nineteen
Section 1 Directors nineteen
Section II board of Directors twenty-one
Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-seven
Section II board of supervisors twenty-eight
Chapter VIII Financial Accounting system, profit distribution and audit twenty-nine
Section I financial accounting system twenty-nine
Section II Internal Audit thirty-two
Section III appointment of accounting firm thirty-two
Chapter IX notice and announcement thirty-three
Section I notice thirty-three
Section II announcement thirty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation thirty-five
Chapter XI amendment of the articles of Association 36 Chapter XII Supplementary Provisions thirty-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanghai Smith Adhesive New Material Co.Ltd(603683) (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”) and other relevant provisions.
Article 2 the company is a joint stock limited company that was wholly changed from the original Shanghai Jinghua viscose products development Co., Ltd. in accordance with the company law and other relevant provisions, and registered with the Shanghai Administration for Industry and Commerce and obtained the business license of enterprise legal person.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 22, 2017, the company issued RMB common shares A-Shares to the public in China for the first time, and was listed on Shanghai Stock Exchange on October 20, 2017.
Article 4 registered name of the company:
Full Chinese Name: Shanghai Smith Adhesive New Material Co.Ltd(603683)
English Name: Shanghai Smith advantageous New Material Co., Ltd
Article 5 domicile of the company: No. 89, Dajiang Road, Yongfeng street, Songjiang District, Shanghai
Postal Code: 201600
Article 6 the registered capital of the company is 2202828 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 shall be legally binding on 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 company’s deputy general manager, chief financial officer, chief human resources officer, Secretary of the board of directors and other personnel appointed as senior managers by the board of directors in accordance with the provisions of the articles of association. Chapter II business purpose and scope
Article 12 the business purpose of the company is to independently carry out various businesses in accordance with relevant laws and regulations, continuously improve the operation and management level and core competitiveness of the enterprise, provide high-quality services for customers, maximize shareholders’ rights and interests and company value, create good economic and social benefits, and promote prosperity and development.
Article 13 after registration according to law, the business scope of the company is: production and sales of electronic and integrated circuit tape, glue for automobile painting, sponge tape for automobile accessories, masking paper tape, electronic industrial tape, other special purpose tape, release paper and release film, high thermal conductivity graphite film (excluding dangerous goods), chemical products (excluding dangerous chemicals, MCCs, fireworks and firecrackers, civil explosives and precursor chemicals) Sales of paper products, all kinds of viscose products (except dangerous goods), viscose supporting materials (except dangerous goods) and office supplies, and engaged in the import and export business of goods and technology. [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 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 kind shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share are 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.
Article 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the names of the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
Serial number name / name of initiator number of shares (shares) shareholding ratio (%) contribution method contribution time
1 Zhou Xiaonan 3656800045.71 net assets December 26, 2013
2 Zhou Xiaodong 3584800044.81 net assets December 26, 2013
Net assets of Shanghai Jinao Investment Management Co., Ltd. on December 26, 201320640002.58
Net assets of Shanghai yuepeng Investment Management Co., Ltd. 17520002.19
5. Bai Qiumei 37680004.71 net assets December 26, 2013
Total 800 Ping An Bank Co.Ltd(000001) 000000
Article 19 the total number of shares of the company is 2202828 million. The capital structure of the company is: ordinary shares, no other kinds of shares, and the par value is RMB 1.
Article 20 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 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 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 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 will not buy or sell its shares.
Article 24 the company may purchase its own shares in one of the following ways:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
The acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association 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 due to the circumstances specified in items (III), (V) and (VI) 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 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 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 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 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.
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 1 year from the date of listing and trading of the company’s shares; The company’s shares held by him shall not be transferred within half a year after his resignation.
If there are other provisions on the transfer of shares of Listed Companies in laws, regulations, rules or normative documents after the company is publicly listed, such provisions shall prevail.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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.
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; Hold the same
