Articles of association of Shenzhen Cotran New Material Co.Ltd(300731) shenzhen Cotran New Material Co., Ltd
April 2022
catalogue
Chapter I General Provisions- 2 –
Chapter II business purpose and scope- 3 –
Chapter III shares- 3 –
Section 1 share issuance- 3 –
Section II increase, decrease and repurchase of shares- 4 –
Section III share transfer- 5 –
Chapter IV shareholders and general meeting of shareholders- 6 –
Section 1 shareholders- 6 –
Section II general provisions of the general meeting of shareholders- 10 –
Section III convening of the general meeting of shareholders- 15 –
Section IV proposal and notice of the general meeting of shareholders- 16 –
Section V convening of the general meeting of shareholders- 18 –
Section VI voting and resolutions of the general meeting of shareholders- 21 –
Chapter V board of Directors- 25 –
Section 1 Directors- 25 –
Section II board of Directors- 29 –
Chapter VI general manager and other senior managers- 34 – Chapter VII board of supervisors- 36 –
Section I supervisors- 36 –
Section II board of supervisors- 36 –
Chapter VIII Financial Accounting system, profit distribution and audit- 38 –
Section I financial accounting system- 38 –
Section II Internal Audit- 42 –
Section III appointment of accounting firm- 43 –
Chapter IX notices and announcements- 43 –
Section I notice- 43 –
Section II announcement- 44 –
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 44 –
Section 1 merger, division, capital increase and capital reduction- 44 –
Section 2 dissolution and liquidation- 45 –
Chapter XI amendment of the articles of Association- 47 – Chapter XII Supplementary Provisions- 47 –
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shenzhen Cotran New Material Co.Ltd(300731) (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, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions. The company was founded on January 10, 2008, registered with Shenzhen market supervision administration and obtained the business license of enterprise legal person. The company now holds the business license with the unified social credit code of 9144030067 Xinjiang Beixin Road & Bridge Group Co.Ltd(002307) 60.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on November 17, 2017, the company issued 22 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on December 8, 2017.
Article 4 registered name of the company: Shenzhen Cotran New Material Co.Ltd(300731) .
English name of the company: Shenzhen Cotran New Material Co., Ltd
Article 5 domicile of the company: No. 2 and No. 3 plants of Fuchuan science and Technology Industrial Park, Tongfu Industrial Park, Xinhu street, Guangming District, Shenzhen.
Postal Code: 518107.
Article 6 the registered capital of the company is 125088307 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 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.
Disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, bring a lawsuit to the people’s court with jurisdiction in the place where the company is domiciled.
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.
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 independently carry out business 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 our customers, and maximize the shareholders’ rights and interests and the value of the company.
Article 13 business scope of the company: R & D, manufacturing and sales of new waterproof, fireproof, anti-corrosion, sealing and insulation materials and their products; Research and development, production and sales of plastic products; R & D, production and sales of metal products; Mold development and manufacturing; R & D, production and sales of electronic materials and their products; R & D, production and sales of radiators and accessories, communication equipment, photoelectric products and digital products, lighting products, heat conducting tubes, heat conducting sectors, electrical appliances, security equipment, mobile phone spare parts, etc; R & D, production and sales of PVC, insulating tape, waterproof tape, mastic, self-adhesive tape, fireproof tape, fireproof coating, cold shrinkable pipe, power cable accessories, power equipment, etc; Waterproof and anti-corrosion engineering construction and professional contracting; Installation, maintenance and related technical consultation of self-produced products; Import and export of goods and technologies (excluding projects prohibited by laws, administrative regulations and decisions of the State Council and projects requiring pre-approval).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
The company may issue preferred shares in accordance with laws, regulations and normative documents.
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; Any unit or unit
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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are all six shareholders of Shenzhen Shenzhen Cotran New Material Co.Ltd(300731) Industrial Materials Co., Ltd. listed in the table below. The company was wholly changed from Shenzhen Shenzhen Cotran New Material Co.Ltd(300731) Industrial Materials Co., Ltd. when it was established, the total number of ordinary shares issued was 60 million, with a par value of RMB 1.00 per share, all of which were issued to the sponsors.
Name of sequence initiator number of shares subscribed (10000 shares) shareholding ratio (%) contribution method No
1. Shenzhen Kechuang Xinhua Technology Co., Ltd. 180000 30.00% net assets
2. Suzhou Tianli Investment Co., Ltd. 180000 30.00% net assets
3 Zhong Zhihui 793.17 13.22% of net assets
4. Shanghai Yingxue Yejin investment partnership 540.00 9.00% net assets
(limited partnership)
5 Ding Cheng 540.00 9.00% of net assets
6 weeks East 526.83 8.78% of net assets
Total Shanghai Pudong Development Bank Co.Ltd(600000) 100.00 –
Article 20 the total number of shares of the company is 125088307, and the capital structure of the company is 125088307 ordinary shares and 0 shares of other types.
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 business development and 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 registered capital of the company shall be handled in accordance with the company law, other laws, administrative regulations, normative documents and the procedures specified in the articles of association.
Article 24 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) 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed 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 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and 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.
In case of purchasing the shares of the company under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors may be adopted 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. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules. 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 Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares held by them and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total shares 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 their shares of the company within half a year after their resignation.
When transferring the shares of the company held by the shareholders of the company, in addition to complying with the provisions of the articles of association, they shall abide by their commitments on share transfer, and shall abide by the relevant laws, administrative regulations, departmental rules, normative documents and relevant provisions of the regulatory authority at the time of share transfer.
Article 30 directors, supervisors, senior managers and shareholders of the company
