Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
constitution
April, 2002
catalogue
catalogue Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 share increase / decrease and repurchase Section 3 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 Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Section 3 independent directors Section IV Secretary of the board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Section III resolution of the board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 47 section I financial accounting system 47 section II Internal Audit Section III appointment of accounting firm 50 Chapter IX notices and announcements Section 1 notice fifty-one
Section II announcement fifty-two
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI profit distribution Chapter XII amendment of the articles of Association 57 Chapter XIII Supplementary Provisions fifty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) (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 (hereinafter referred to as the “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 by Changsha Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700) Material Technology Co., Ltd. through the overall change, registered with Changsha Administration for Industry and Commerce and obtained a business license with the business license number of 914 Meter Instruments Co.Ltd(301006) 87410136d.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 14, 2017, the company issued 20.6 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on September 12, 2017.
Article 4 registered name of the company:
Chinese Name: Changsha Dialine New Material Sci.&Tech.Co.Ltd(300700)
English Name: Changsha dialine new material SCI& Tech. Co., Ltd.
Article 5 company domicile: No. 108, Huanlian Road, Changsha high tech Development Zone
Postal Code: 410205
Article 6 the registered capital of the company is RMB 121532581.
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, 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.
Other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company.
Article 11 the company shall establish a Communist Party to organize 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 12 the company’s business purpose is to protect the environment, serve customers and promote the development of new energy industry. Article 13 after being registered according to law, the business scope of the company is: research and development of new materials; Research, production, sales and related technical services of diamond products and superhard material products; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies that the state restricts the operation of the company and prohibits the import and export). (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 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, and the par value of each share shall be RMB 1.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company and the number of shares subscribed and shareholding ratio are as follows:
Serial number shareholder name / name number of shares (shares) shareholding ratio (%)
Duan Zhiming 1158 Baoshan Iron & Steel Co.Ltd(600019) .31
2 Yang Guanghui 1158 Baoshan Iron & Steel Co.Ltd(600019) .31
3 he Yuehui 1158 Baoshan Iron & Steel Co.Ltd(600019) .31
4 Beijing Qidi Huide Venture Capital Co., Ltd. 32220005.37
5 Shanghai Xianghe equity investment partnership (limited partnership) 32040005.34
6 Shanghai Xianghe Hongan equity investment partnership (limited partnership) 31020005.17
7 Jiangsu high investment small and medium-sized enterprise venture capital Co., Ltd. 26700004.45
8 Shanghai Honghua equity investment partnership (limited partnership) 21360003.56
9 Guangdong Qicheng Youth Venture Capital Partnership (limited partnership) 19560003.26
Jiangsu Venture Capital Co., Ltd
(partner)
11 kuangyixin 11340001.89
12 weeks Yong 11340001.89
13 Liu Chunhui 11340001.89
14 Xiong Jiahai 11340001.89
15 Chen Yuzhang 6780001.13
16 Luo Lingyun 6780001.13
17 Zhou Jiahua 4560000.76
18 Hu Zonghui 4560000.76
19 Li Jun 4560000.76
20 Beijing Huachuang CE Lian venture capital center (limited partnership) 1440000.24
Total 600 Ping An Bank Co.Ltd(000001) 00.00
Article 19 the total number of shares of the company is 121532581, and the capital structure of the company is: ordinary shares
121532581 shares, no other classes of shares.
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） Award shares to employees of the company 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.
(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 will not buy or sell its shares.
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 paragraph 1 of Article 23 of the articles of association, it 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 paragraph 1 of Article 23 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 due to the circumstances specified in items (III), (V) and (VI) of paragraph 1, 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 paragraph 1 of Article 23 of the articles of association, if it falls under item (I) of Article 23, 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 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 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 to the company the shares held by them and their changes. During their tenure, the shares transferred each year shall not exceed 2% of the total number of shares of the same type of the company held by them
