Longyan Zhuoyue New Energy Co.Ltd(688196)
chapter
Course
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares of the company Section 1 issue of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders 5 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 Section 1 Directors Section II board of Directors Chapter VI general manager 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 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice Section II 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 36 Chapter XI amendment of the articles of Association 38 Chapter XII Supplementary Provisions thirty-eight
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 the company is a joint stock limited company (hereinafter referred to as “company” and “joint stock company”) established in accordance with the company law and other relevant provisions. With the approval of the reply on restructuring Longyan Longyan Zhuoyue New Energy Co.Ltd(688196) Source Development Co., Ltd. into Longyan Zhuoyue New Energy Co.Ltd(688196) issued by Fujian Provincial Department of foreign trade and economic cooperation, the company was established by Longyan Longyan Zhuoyue New Energy Co.Ltd(688196) Source Development Co., Ltd. as a whole. The company was registered with Longyan Administration for Industry and Commerce and obtained a business license with a unified social credit code of 91350000731877199g.
Article 3 with the approval of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”) on October 16, 2019, the company issued 30 million RMB common shares to the public for the first time and was listed on Shanghai Stock Exchange on November 21, 2019.
Article 4 registered name of the company: Chinese Name: Longyan Zhuoyue New Energy Co.Ltd(688196)
English Name: Longyan Zhuoyue new energy Co., Ltd
Article 5 company domicile: Pinglin, Tieshan Town, Xinluo District, Longyan City (Dongbao industrial concentration area, Fujian Longzhou Industrial Park).
Postal Code: 364000
Article 6 the registered capital of the company is 120 million yuan, which is divided into 120 million shares in equal amount.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
Article 9 all the capital of the company is divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe, 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, general manager and other 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 other senior managers mentioned in the articles of association refer to the company’s deputy general manager, chief financial officer, Secretary of the board of directors and technical director.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to operate in good faith according to law, continuously improve the independent innovation ability and management level of the enterprise, enhance the core competitiveness of the enterprise, provide customers with high-quality products and services, maximize the interests of shareholders and the value of the company, create good economic and social benefits, and promote the healthy development of the Shanxi Guoxin Energy Corporation Limited(600617) industry.
Article 13 after being registered according to law, the business scope of the company is: biomass fuel processing; Recycling of renewable resources (except productive waste metals); Renewable resources processing; Sales of renewable resources; Processing and disposal of non-metallic wastes and debris; Bio based material manufacturing; Manufacturing of special chemical products (excluding hazardous chemicals); Engineering and technical research and test development; Biomass energy technology services.
Chapter III shares of the company
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; For the shares subscribed by any unit or individual, the same price shall be paid 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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Longyan Zhuoyue Investment Co., Ltd. and Hong Kong Zhuoyue International Holding Co., Ltd. each of the promoters has 90 million yuan of the book net assets of 201515942.94 yuan audited by Tianjian Zhengxin certified public accountants Co., Ltd. as of August 31, 2011 according to their proportion of contribution to Longyan Longyan Zhuoyue New Energy Co.Ltd(688196) Source Development Co., Ltd, It is converted into 90 million shares of the joint stock company in the ratio of 1:1, with a par value of RMB 1 per share, and the remaining RMB 111515942.94 is included in the capital reserve of the joint stock company.
When the company was established, the number and proportion of shares held by each promoter were as follows:
No. name of shareholder nature of shares number of shares held proportion of shares contribution method (10000 shares) (%)
1. Domestic legal person shares of Longyan Zhuoyue Investment Co., Ltd. 5850 65 net assets converted into shares
2 Hong Kong excellence International Holdings Limited overseas legal person shares 3150 35 net assets into shares company
Total 9000 100-
Article 19 the total number of shares of the company is 120 million, all of which are ordinary shares in RMB.
Article 20 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 21 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its registered 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 and 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 specified in the articles of association.
Article 23 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company;
(IV) a shareholder requests the company to purchase its shares because he disagrees 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 engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, 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 Article 23, 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 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. Where a listed company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading. The company shall not accept the company’s shares as the subject matter of the pledge.
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 company’s shares as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering 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. However, if the resignation is reported within six months from the date of listing of the company’s initial public offering, the company’s shares directly held by the company shall not be transferred within 18 months from the date of reporting resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within twelve months from the date of application for resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The resulting income belongs to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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 30 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 31 when the company convenes the 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 32 shareholders of the company enjoy the following rights:
(I) obtain dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) access to this
