Baoding Lucky Innovative Materials Co.Ltd(300446)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares 4 four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares twelve
Section III share transfer thirteen
Chapter IV shareholders and general meeting of shareholders fifteen
Section 1 shareholders fifteen
Section II general provisions of the general meeting of shareholders eighteen
Section III convening of the general meeting of shareholders twenty
Section IV proposal and notice of the general meeting of shareholders twenty-two
Section V convening of the general meeting of shareholders twenty-three
Section VI voting and resolutions of the general meeting of shareholders twenty-six
Chapter V board of Directors thirty-two
Section 1 Directors thirty-two
Section II board of Directors thirty-six
Section III Special Committee of the board of Directors forty-two
Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-five
Section I supervisors forty-five
Section II board of supervisors forty-six
Chapter VIII party organization of the company 47 Chapter IX democratic management of employees and labor and personnel system Chapter X financial accounting system, profit distribution and audit fifty-one
Section I financial accounting system fifty-one
Section II Internal Audit fifty-four
Section III appointment of accounting firm fifty-four
Chapter XI notices and announcements fifty-four
Section I notice fifty-four
Section II announcement fifty-five
Chapter XII merger, division, capital increase, capital reduction, dissolution and liquidation fifty-six
Section 1 merger, division, capital increase and capital reduction fifty-six
Section 2 dissolution and liquidation fifty-seven
Chapter XIII amendment of the articles of Association 59 chapter XIV Supplementary Provisions fifty-nine
Baoding Lucky Innovative Materials Co.Ltd(300446) articles of Association
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, these 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”), the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions.
Article 2 Baoding Lucky Innovative Materials Co.Ltd(300446) (hereinafter referred to as “the company”) is a joint stock limited 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 established by way of sponsorship, which was changed from Baoding lucky magnetic information materials Co., Ltd. as a whole. It was registered with Baoding market supervision and Administration Bureau and obtained a business license. The unified social credit code is 911306057713196269.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 15.4 million RMB common shares to the public for the first time on April 2, 2015. The common shares were listed on the gem of Shenzhen Stock Exchange on April 23, 2015.
Article 4 registered name of the company: Baoding Lucky Innovative Materials Co.Ltd(300446) .
English name of the company: Baoding lucky innovative materials Co., Ltd.
Article 5 domicile of the company: No. 569, Herun Road, Baoding city;
Postal Code: 071051.
Article 6 the registered capital of the company is RMB 202.62 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 in accordance with the provisions of the party constitution, establish the organization of the Communist Party of China, carry out party activities, establish the party’s working organization, allocate and strengthen the staff of party affairs, and ensure the working funds of the party organization.
Article 10 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 11 from the effective date, the articles of association 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 12 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, Secretary of the board of directors, chief financial officer and general legal adviser.
Chapter II business purpose and scope
Article 13 business purpose of the company: take development as the driving force of growth; Innovation as a means of development; Win the trust of customers with quality and service; People oriented, employees and enterprises grow together; Achieve sound and rapid development.
Article 14 after being registered according to law, the business scope of the company is: R & D, manufacturing and processing of magnetic recording materials (including magnetic stripe, magnetic recording paper, aviation interpretation tape and aviation tape), thermal paper, embossing foil, electronic functional materials, optoelectronic materials, electromagnetic wave protection multi-functional film, anti-counterfeiting functional film and coating materials, conductive and thermal conductive film and coating materials, high-performance film materials, water treatment agent and synthetic resin Sales (except for monitoring, precursor drugs, chemical reagents, hazardous chemicals and those requiring pre administrative license); R & D and sales of software and auxiliary equipment; Mechanical equipment leasing; House leasing; Technical consultation and service; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval).
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 is 1 yuan per share.
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 company has a total of 194 promoters: on the establishment date, the promoters issued 46 million ordinary shares, accounting for 100% of the total issued ordinary shares of the company. The amount of shares subscribed by each shareholder, the proportion in the total shares, the mode and time of capital contribution are as follows:
Name / name of sponsor subscription amount (shares) shareholding proportion contribution method contribution time
number
1. China Lucky Film Company Limited(600135) Group Corporation 20335077442067% net assets February 26, 2011
2 Liu Yanfeng 18713624.0682% net assets February 26, 2011
3 Suo Yaqiang Henan Thinker Automatic Equipment Co.Ltd(603508) 1.3120% net assets February 26, 2011
4 Zhai Baoding 5943501.2921% net assets February 26, 2011
5 Yu Xinrong 5769541.2542% net assets February 26, 2011
6 Zhang Yungang 5698411.2388% net assets February 26, 2011
7 gaoheping 5468881.1889% net assets February 26, 2011
8 Zhang Zuoquan 4711931.0243% net assets February 26, 2011
9 Wang Desheng 4608111.0018% net assets February 26, 2011
10 Zhao Xin 4524520.9836% net assets February 26, 2011
11 Li Liansheng 4181780.9091% net assets February 26, 2011
12 yangzaowen 3938020.8561% net assets February 26, 2011
13 Chen Kangyong 3930330.8544% net assets February 26, 2011
14 Wang Ping 3792420.8244% net assets February 26, 2011
15 Liao Shuangquan 3723800.8095% net assets February 26, 2011
16 Ma Wenjuan 3698990.8041% net assets February 26, 2011
17 Liang Guozhong 3577380.7777% net assets February 26, 2011
18 zhongjitian 3535970.7687% net assets February 26, 2011
19 Chen Biyuan 3168130.6887% net assets February 26, 2011
20 fan Xiangsheng 2962300.6440% net assets February 26, 2011
21 Zhou Chunli 2730890.5937% net assets February 26, 2011
22 Zhang Li 2422570.5266% net assets February 26, 2011
23 Chen Shengen 2335430.5077% net assets February 26, 2011
24 Dong Yingchun 2304630.5010% net assets February 26, 2011
25 Han Guiyuan 2250690.4893% net assets February 26, 2011
26 Liu Hongyan 2092590.4549% net assets February 26, 2011
27 Cui Guoxiang 2075030.4511% net assets February 26, 2011
28 Liu Hongxia 2018900.4389% net assets February 26, 2011
29 Geng suling 1988920.4324% net assets February 26, 2011
30 Zhang Jie 1988920.4324% net assets February 26, 2011
31 Zhang Lizhong 1988920.4324% net assets February 26, 2011
32 Chen Hongyan 1957050.4254% net assets February 26, 2011
33 Liu Hongbin 195387