Guangdong Kitech New Material Holding Co.Ltd(300995)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III 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 nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-seven
Section III appointment of accounting firm 37 Chapter IX notices and announcements thirty-eight
Section I notice thirty-eight
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Kitech New Material Holding Co.Ltd(300995) (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 and other relevant provisions.
The company was initiated and established by Jiangmen Qide Engineering Plastics Technology Co., Ltd. in the form of overall change; Registered with Jiangmen Administration for Industry and commerce, obtained the business license and unified social credit Code: 91440700665032613l. Article 3 the company was registered with the consent of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) on April 7, 2021, issued 21.04 million RMB ordinary shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on May 26, 2021.
Article 4 registered name of the company: Guangdong Kitech New Material Holding Co.Ltd(300995) .
English Name: Guangdong kitech new materials Co., Ltd
Article 5 company domicile: No. 135, Dongsheng Road, Jianghai District, Jiangmen City
Postal Code: 529000
Article 6 the registered capital of the company is RMB 84.16 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, the Secretary of the board of directors and the chief financial officer 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 business purpose of the company: independently carry out various businesses in accordance with relevant laws and regulations, continuously improve the operation and management level of the company, maximize the shareholders’ rights and interests and the value of the company, create good economic and social benefits, and promote the prosperity and development of the enterprise.
Article 14 after being registered according to law, the business scope of the company is: R & D, production, processing and sales: engineering plastics, plastic granules, plastic color masterbatch, plastic Toner, plastic additives (excluding dangerous chemicals), melt blown cloth, self-supporting and acting as an agent for the import and export of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
If the business scope recorded in the articles of association is inconsistent with the company registration authority, the one approved by the company registration authority shall prevail. 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.
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 and the number of shares they subscribe for are: Rao Desheng subscribes 10 million shares; Jiangmen Bond Investment Co., Ltd. subscribed 2 million shares; Chen Yunfeng subscribed 1.5 million shares; Chen Qiyang subscribed 1.5 million shares. The promoters converted the audited net assets of 289883 million yuan as of April 30, 2014 into the company’s share capital according to the proportion of 1.9326:1, and the balance was included in the capital reserve.
As of July 20, 2014, the above capital contribution has been in place.
Article 20 the total number of shares of the company is 84.16 million, all of which are ordinary shares in RMB.
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 shall not purchase its own shares. However, except for one of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use the 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 will not buy or sell its shares.
Article 25 a company may purchase its own shares by means of public centralized trading, or by other means approved by laws, administrative 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 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of paragraph 1 of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (3), (5) and (6) 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 shall be adopted.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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.
In case of any change in the direct holding of the company’s shares by its directors, supervisors and senior managers due to the company’s equity distribution, the above provisions shall still be observed.
The directors, supervisors and senior managers of the company shall abide by the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on holding shares of the company and their changes.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after they buy them, or buy them again within 6 months after they sell them. The income from this shall belong 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 purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 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 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） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（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） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
thirtieth
