Hunan Aihua Group Co.Ltd(603989)
Articles of Association
April, 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 Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
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-six
Section III Chairman thirty-one
Section 4 independent directors Chapter VI general manager and other senior managers thirty-nine
Section I General Manager and deputy general manager thirty-nine
Section II Secretary of the board of Directors Chapter VII board of supervisors forty-three
Section I supervisors forty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-six
Section I financial accounting system forty-six
Section II Internal Audit forty-eight
Section III appointment of accounting firm 49 Chapter IX notice forty-nine
Section I notice forty-nine
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty
Section 1 merger, division, capital increase and capital reduction fifty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 53 Chapter XII other matters 53 chapter XIV Supplementary Provisions fifty-three
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Hunan Aihua Group Co.Ltd(603989) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established on the basis of the original Yiyang Zijiang electronic components Co., Ltd; The company is registered with Yiyang market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 9143090616681350f.
Article 3 the company issued 50 million ordinary shares in RMB to the public for the first time on April 23, 2015 with the approval of China Securities Regulatory Commission, and was listed on Shanghai Stock Exchange on May 15, 2015.
Article 4 registered Chinese name of the company: Hunan Aihua Group Co.Ltd(603989)
English Name: huanaihua Group Co., Ltd
Article 5 domicile of the company: the south side of Zizhu road and the southwest side of taohualun East Road, Yiyang City, Hunan Province
Postal Code: 413000.
Article 6 the registered capital of the company is RMB 400814733.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it can adopt a resolution on the matters that need to modify the articles of association after the resolution on the increase or decrease of registered capital is passed by the general meeting of shareholders, and explain that it authorizes the board of directors to go through the registration procedures for the change of registered capital.
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, managers 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, chief financial officer and Secretary of the board of directors of the company.
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 business purpose of the company is to produce world-class aluminum electrolytic capacitors.
Article 14 after being registered according to law, the business scope of the company is: the production and sales of aluminum electrolytic capacitors and aluminum foil, the manufacturing of equipment for producing capacitors, and foreign investment.
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.
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 in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is established by changing the original Yiyang Zijiang electronic components Co., Ltd. (hereinafter referred to as “Zijiang electronic company”) into a joint stock limited company. When the company is changed into a joint stock limited company as a whole, the promoters Hunan Aihua Investment Co., Ltd. (hereinafter referred to as “Aihua investment”) and Wang An’an subscribe their capital contributions by converting their audited share of the book net asset value of Zijiang electronics company corresponding to the equity of Zijiang electronics company into shares.
After the overall change of Zijiang electronics company into a joint-stock company, the capital stock structure of the company is as follows:
No. number of shares held by the initiator (10000 shares) shareholding ratio (%)
1 Aihua investment 909268 85.78
2 Wang An’an 150732 14.22
Total 1060000 100.00
Article 20 the total number of shares of the company is 400814733, and the capital structure is ordinary shares.
Article 21 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 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) conversion of issued convertible corporate bonds into shares (the issuance of convertible corporate bonds, the procedures and arrangements for conversion, and the change of the total registered capital of the company caused by the conversion shall be specified in the relevant issuance documents of convertible corporate bonds);
(VI) other methods approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as 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) 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 under the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 24, 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 the provisions of paragraph 1 of Article 24, if it falls under the circumstances of 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 that have been 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 one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares held by the company within half a year after their resignation.
Article 30 shareholders, directors, supervisors and senior managers holding 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, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
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.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations. The articles of association, resolutions of the general meeting of shareholders or resolutions of the board of directors shall comply with the law, and shall not deprive or restrict the legal rights of shareholders. The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) obtain dividends and other forms of benefits according to the shares they hold
