Articles of association of su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd
April 2022
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 relevant provisions (hereinafter referred to as the “company”).
The company was established with the approval of the National Commission for structural reform (SGS [1996] No. 51); Registered with the State Administration for Industry and Commerce and obtained a business license with the business license number of 1000 Ping An Bank Co.Ltd(000001) 9960.
Article 3 the company issued 40 million ordinary shares in RMB to the public for the first time on May 16, 1996 with the approval of the China Securities Regulatory Commission, and was listed on the Shanghai Stock Exchange on July 1, 1996.
Article 4 registered name of the company: su Guangdong Xinhui Meida Nylon Co.Ltd(000782) Co., Ltd
English Name: Summit
Article 5 domicile of the company: No. 198, Changjiang Road, Nanjing, Jiangsu Province
Postal Code: 210018
Article 6 the registered capital of the company is 130674943400 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the legal representative of the company shall be the chairman of the board of directors.
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 in accordance with the provisions of the constitution of the Communist Party of China, the organization of the Communist Party of China shall be established, and the Party committee shall play the role of leadership core and political core, and take direction, manage the overall situation and promote implementation. The company shall establish the working organization of the party, allocate a sufficient number of party affairs staff and ensure the working funds of the party organization.
Article 11 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, general manager and other senior managers.
Article 12 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 business purpose and scope
Article 13 the company’s business purpose is to innovate and surpass, go steady and go far, create maximum value for customers, shareholders and society with first-class products and services, first-class corporate governance and first-class business management, and become a world-class modern manufacturing service industry group.
Article 14 after being registered according to law, The business scope of the company is: “licensed projects: construction projects; electrical installation services; installation and maintenance of gas burning appliances; general projects: foreign contracted projects; bidding agency business; import and export of goods; technology import and export; import and export agency; offshore trade operation; information consulting services (excluding licensed information consulting services); accepting the entrustment of financial institutions to engage in information technology and process outsourcing services (excluding financial information services); Engineering management services; General mechanical equipment installation services; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Battery manufacturing; Battery sales; Sales of metal materials; Sales of metal products; Enterprise management consulting. (subject to the contents approved by the registration authority) “
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, and the par value of each share shall be RMB 1.
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 sponsor of the company is Changzhou forestry machinery factory, and the sponsor is Changzhou forestry machinery factory after evaluation and confirmation
The production and operation assets of the industrial machinery factory are converted into 70 million shares and invested in the company. The contribution date is June 24, 1996.
Article 20 the total number of shares of the company is 130674943400 shares, and the capital structure of the company is 130674943400 ordinary shares.
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:
（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 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 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） 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;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
Except for the above circumstances, the company will not buy or sell its shares.
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 If the company purchases the shares of the company due to the reasons specified in items (I) and (II) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders. For the reasons specified in items (III), (V) and (VI) of Article 24 of the articles of association, the acquisition of shares of the company shall be approved by the resolution of the board meeting attended by more than two-thirds of the directors. After the company purchases the shares of the company in accordance with Article 24, 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 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 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 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.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares (including persons acting in concert) sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the securities regulatory authority under the State Council.
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, 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 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.
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:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） Upon the termination of the distribution of the remaining shares of the company or the assets of the company in the liquidation;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） When the company is faced with a hostile takeover, other shareholders who individually or jointly hold more than 30% of the shares of the company other than the acquirer have the right to require the board of directors in writing to take anti takeover measures within the scope authorized by the written document or the board of directors may decide to take anti takeover measures not prohibited by laws and administrative regulations. After receiving the written document or resolution, the board of directors shall immediately take and implement anti takeover measures in accordance with the requirements of the document and within the scope of its authorization or resolution. After the adoption and implementation, the board of directors shall make an explanation and report to the shareholders in the form of announcement in accordance with the provisions of the articles of association.
（9） Other rights stipulated by laws and regulations or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 36 If a director or senior manager violates laws, regulations or the articles of association when performing his duties, causing losses to the company, the shareholders who individually or jointly hold more than 1% of the shares for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the supervisor violates the provisions of laws and regulations or the articles of association when performing his duties and causes losses to the company, the above-mentioned shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders mentioned in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders mentioned in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
If another person infringes upon the legitimate rights and interests of the company and causes losses to the company, the shareholders specified in the first paragraph of this article may bring a lawsuit to the people’s court in accordance with the provisions of the first two paragraphs.
Article 37 Where a director or senior manager violates laws, administrative regulations or the articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people’s court.
Article 38 The shareholders of the company shall undertake the following obligations:
（1） Abide by laws, administrative regulations and the articles of Association;
（2） Pay the share capital according to the shares subscribed and the way of participation;
（3） No withdrawal of shares shall be allowed except under the circumstances prescribed by laws and regulations;
（4） The rights of shareholders or other interests of the company shall not be abused; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the interests of the company’s creditors.
Where a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.
