Swancor Advanced Materials Co.Ltd(688585)
constitution
March 2022
catalogue
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 Chapter VIII Financial Accounting system, profit distribution and audit 30 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 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 Swancor Advanced Materials Co.Ltd(688585) (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company, 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 laws, regulations and normative documents, Formulate the articles of association.
Article 2 the company is a joint stock limited company established by Shangwei (Shanghai) Fine Chemical Co., Ltd. in accordance with the relevant provisions of the company law and other laws, regulations and normative documents. The company registered with Shanghai market supervision and Administration Bureau and obtained the business license with the unified social credit code of 9131 Shenzhen Zhongjin Lingnan Nonfemet Co.Ltd(000060) 742212×5.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 1, 2020, issued 43200000 ordinary shares in RMB to the public for the first time, and was listed on Shanghai Stock Exchange on September 28, 2020.
Article 4 the registered name of the company is:
Full Chinese Name: Swancor Advanced Materials Co.Ltd(688585)
English full name: Swancor Advanced Materials Co., Ltd
Article 5 domicile of the company: No. 618, Songsheng Road, Songjiang District, Shanghai.
Postal Code: 201613
Article 6 the registered capital of the company is RMB 403200000.
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, general manager and other 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, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II purpose and business scope
Article 12 the business purpose of the company is to make full use of the favorable geographical location, convenient traffic conditions, perfect municipal infrastructure and abundant labor resources of Shanghai Songjiang Industrial Zone, develop the overall advantages of the parties to the joint venture in terms of talents, technology and after-sales service, and produce high-quality products to meet the needs of the Chinese market, At the same time, it can further promote the development of export-oriented economy in Songjiang area, expand foreign trade exports, and create satisfactory economic benefits for the company.
Article 13 after registration according to law, the business scope of the company: production and research and development of adhesives, additives, low shrinkage agents and thermosetting resins, and sales of self-produced products; Engage in the import and export, wholesale, commission agency business (except auction) and related supporting business of similar commodities with the above products (excluding refined oil, precursor and other special chemical products). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The business scope of the joint-stock company shall finally be subject to the business scope approved by the industrial and commercial registration authority.
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 shall be indicated in RMB. Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the number of shares subscribed by the promoters of the company and the promoters at the time of establishment, the method and time of capital contribution are as follows:
Serial number the number of shares subscribed by the promoters accounts for the mode and time of capital contribution of the company’s shares
Proportion of name (name) (share capital)
1 strategic capital 61287730170244% of net assets converted into shares before September 30, 2017 Holding Limited
Serial number the number of shares subscribed by the promoters accounts for the mode and time of capital contribution of the company’s shares
Proportion of name (name) (share capital)
2. Swancor’s net assets were converted into shares before 717304% of ind.co., Ltd. 258229392 on September 30, 2017
Swinhoka September 30, 2017 3 investment 33935700.9427% net assets before share conversion
LIMITED
4. Before the net assets of Jinfeng investment holdings were converted into shares by 100000% of 3 Shanghai Pudong Development Bank Co.Ltd(600000) 0 of the limited company on September 30, 2017
Funing Shangzhi consulting on September 30, 2017 5 service partnership 383259 before 0.1065% net assets were converted into shares
(limited partnership)
Funing Shangxin consulting on September 30, 2017 6 service partnership 391939 before 0.1089% net assets were converted into shares
(limited partnership)
Funing Shangcheng consulting on September 30, 2017 7 service partnership 3141100.0873% net assets before share conversion
(limited partnership)
Total 3600 Ping An Bank Co.Ltd(000001) 00.00% //
Article 19 the total number of shares of the company is 403200000, all of which are ordinary shares with a par value of RMB 1 per share.
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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is 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 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 purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading. Article 25 the company’s acquisition of shares of the company due to items (I) and (II) of Article 23 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 (III), (V) and (VI) of Article 23, 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, if it falls under 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 26 the shares of the company may be transferred according to law. Article 27 the company does not accept the company’s shares 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 above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
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