Nanya New Material Technology Co.Ltd(688519)
constitution
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
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 shareholders’ meeting
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
Section 1 directors
Section II board of directors
Chapter VI managers and other senior managers
Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
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 amendment of the articles of Association
Chapter XII supplementary provisions chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as “the company” or “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 established by Shanghai Nanya copper clad laminate Co., Ltd. in the form of overall change according to law; The company is registered with Shanghai Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 9131011470 Zhuhai Raysharp Technology Co.Ltd(301042) 49.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 6, 2020, issued 58.6 million RMB common shares to the public in China for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on August 18, 2020.
Article 4 registered name of the company: Nanya New Material Technology Co.Ltd(688519) ; English name of the company: Nanya New Material Technology Co., Ltd.
Article 5 domicile of the company: No. 158, Changxiang Road, Nanxiang Town, Jiading District, Shanghai; Postal Code: 201802. Article 6 the registered capital of the company is RMB 234.4 million.
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.
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. Chapter II business purpose and scope
Article 12 the business tenet of the company: adhere to people-oriented and stop at the best; Improve the quality of human life with its own products and services. At the same time, it is committed to creating more value for the society, creating better career space for employees, and creating greater return on investment for shareholders with innovation, growth and high profitability, so as to be a respected enterprise in the R & D, manufacturing and sales of new materials.
Article 13 after being registered and approved according to law, the business scope of the company is to engage in technology development, technology transfer, technical service and technical consultation in the field of new material science and technology and printed circuit board, R & D, manufacturing and sales of copper-clad laminates and adhesive sheets, and import and export of goods and technology. [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.
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 name, number of shares subscribed and shareholding ratio of the promoters of the company are as follows:
Serial number name of initiator (name) number of shares (shares) shareholding ratio contribution method
1 Shanghai South Asia Technology Group Co., Ltd. 12604860071.70% of net assets
Xiamen Nanyao partnership management
2145914008.30% of net assets (limited partnership)
3 Bao Xiuyin 87555434.9804% of net assets
4 Zheng Hairong 27340421.5552% of net assets
5 Hu Zhishu 5156210.2933% of net assets
6 Cui Ronghua 3867600.2200% of net assets
7 Chen Xiaodong 515090.0293% of net assets
8 Zhangdong 19401291.1036% net assets
9 Geng Hongbin 14273200.8119% of net assets
10. Huang Jianke 12455430.7085% of net assets
11 Tong Huaan 1344870.0765% of net assets
12 Zhou Zhigang 3876390.2205% of net assets
13 Zhang Bing 8074490.4593% of net assets
14 Gaohai 3261090.1855% net assets
15 hongkaiqi 1589230.0904% of net assets
16 Zhang Yu 1344870.0765% of net assets
17 Zheng Xiaoyuan 24139101.3731% of net assets
18. Jinjianzhong 12887900.7331% of net assets
19 Zheng Xiangwei 937020.0533% of net assets
20 Yu Xiaoting 2577230.1466% of net assets
21 Zhang Maoli 2577230.1466% of net assets
22 Chen Zhu 1288610.0733% of net assets
23 Chen Songde 1288610.0733% of net assets
24 Zhang Yuemei 1288610.0733% of net assets
25 Bao Xiuchun 25976211.4776% of net assets
26 Zheng Yuanchao 19076061.0851% of net assets
Serial number name of initiator (name) number of shares (shares) shareholding ratio contribution method
27 Zheng Guangle 15498530.8816% of net assets
28 Bao aifang 7213080.4103% of net assets
29 Chen Fulai 9945010.5657% of net assets
30 Chen Fuqing 10758960.6120% of net assets
31 Lin Donglin 6901910.3926% net assets
32 Bao xiuxi 8190520.4659% of net assets
33 Bao Xiuliang 4331710.2464% of net assets
34 Bao Ailan 3450950.1963% of net assets
35 Zheng qinxia 3217140.1830% of net assets
Article 19 the total number of shares of the company is 234.4 million. The capital structure of the company is 234.4 million ordinary shares. The company has not issued shares of other types except ordinary 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:
(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 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:
(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) due to the shareholder’s decision on the general meeting of shareholders
