Articles of association of Ganzhou Tengyuan cobalt new materials Co., Ltd
Adopted at the first general meeting of shareholders of the joint stock company on August 12, 2016
Revised for the first time at the 2016 annual general meeting on March 11, 2017
On December 20, 2018, the second revision of the first extraordinary general meeting of shareholders in 2018
The third amendment of the first extraordinary general meeting of shareholders in 2019 on February 8, 2019
Revised at the fourth extraordinary general meeting of shareholders in 2019 on December 16, 2019
February 24, 2020 the fifth revision of the first extraordinary general meeting of shareholders in 2020
On March 11, 2020, the sixth revision of the second extraordinary general meeting of shareholders in 2020
Revised at the 7th extraordinary general meeting of shareholders in 2020 on August 19, 2020
September 8, 2020 the eighth amendment of the sixth extraordinary general meeting of shareholders in 2020 (effective after listing) the Ninth Amendment of the annual general meeting of shareholders in 2021 on September, 2022
Ganzhou, China
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-four
Section 1 supervisors thirty-four
Section II board of supervisors thirty-five
Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-one
Section III appointment of accounting firm forty-one
Chapter IX notices and announcements forty-two
Section I notice forty-two
Section II announcement forty-three
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-three
Section 1 merger, division, capital increase and capital reduction forty-three
Section 2 dissolution and liquidation forty-four
Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-seven
Articles of association of Ganzhou Tengyuan cobalt new materials Co., Ltd
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, according to 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 laws, regulations, departmental rules and relevant normative documents, Formulate the articles of association of Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the articles of association”).
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
Article 3 a company is a joint stock limited company that is wholly changed and established by way of initiation; The company is registered with Ganzhou market supervision and Administration Bureau and now holds the business license with the unified social credit code of 91360721759978573p.
Article 4 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 21, 2021, issued 31486900 ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on March 17, 2022.
Article 5 registered name of the company:
Ganzhou Tengyuan cobalt industry new material Co., Ltd
English Name: Ganzhou Tengyuan cobalt New Material Co., Ltd
Article 6 the registered address of the company is No. 5, tanxia Road, Hongjin Industrial Park, Ganzhou high tech Industrial Park, Jiangxi Province. Article 7 the registered capital of the company is 226705525 yuan (unit: RMB, the same below).
Article 8 the company is a permanent joint stock limited company
Article 9 the chairman is the legal representative of the company.
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 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 12 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.
Chapter II business purpose and scope
Article 13 the company’s business purpose is to build a platform for employees to realize their self-worth, provide customers with high-quality and efficient products and services, and contribute rich investment returns to shareholders.
Article 14 after being registered according to law, the business scope of the company: licensed projects: production of hazardous chemicals, business of hazardous chemicals and fertilizer production (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: smelting of common non-ferrous metals, manufacturing of basic chemical raw materials (excluding manufacturing of licensed chemicals such as hazardous chemicals), recycling and echelon utilization of waste power batteries of new energy vehicles (excluding hazardous waste management), recycling of renewable resources (excluding productive waste metals), sales of renewable resources, processing of renewable resources, R & D of resource recycling technology, fertilizer sales, manufacturing of lime and gypsum, Sales of lime and gypsum, processing and treatment of non-metallic wastes and debris, manufacturing of graphite and carbon products, sales of graphite and carbon products, manufacturing of new building materials (excluding hazardous chemicals), manufacturing of light building materials, sales of light building materials, sales of building materials, import and export of goods and technology, Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
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 company is a joint stock limited company that is changed as a whole by “Ganzhou Tengyuan cobalt Industry Co., Ltd.” according to law. When Ganzhou Tengyuan cobalt Industry Co., Ltd. was changed into a joint stock limited company as a whole, all the original shareholders of the company, as the sponsors, subscribed for all the shares of the company by converting the book net assets of Ganzhou Tengyuan cobalt Industry Co., Ltd. held by them into shares as of June 30, 2016. The number of shares subscribed by the promoters of the company and the time of capital contribution are as follows:
Serial number shareholder’s name or name number of shares subscribed (shares) in total capital contribution time
Proportional formula
1 Luo Jie 2907 Shenzhen Capstone Industrial Co.Ltd(000038) .25% of net assets June 30, 2016
2 Xie Fubiao 1384587018.22% net assets June 30, 2016
3 Xiamen Tungsten Co.Ltd(600549) shares with 11.4 million 15.00% net assets limited to the company on June 30, 2016
4 Wu Yanghong 69203709.11% of net assets June 30, 2016
5 Ganzhou Industrial Investment Technology Co., Ltd. has 25840003.40% net assets as of June 30, 2016
6 GAOJIN 25675653.38% of net assets june302016
7 tonggaocai 23161953.05% net assets June 30, 2016
8 Luo Lizhen 22800003.00% net assets June 30, 2016
Xiamen Xidi No.2 investment
9-capital partnership (with 18240002.40% net assets, limited to partnership on June 30, 2016)
Xiamen Xidi No.1 investment
10 capital partnership (with 10640001.40% net assets, limited to partnership on June 30, 2016)
30% of the net assets of Wang Jun 2016
Serial number shareholder’s name or name number of shares subscribed (shares) in total capital contribution time
Proportional formula
12 Wang Juncai 7600001.00% net assets June 30, 2016
13 Wang Shihui 3040000.40% net assets June 30, 2016
14 Huang Zengzhu 3040000.40% net assets June 30, 2016
Total 760 Ping An Bank Co.Ltd(000001) 00.00%
Article 19 the total number of shares of the company is 226705525, with a par value of 1 yuan per share, 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 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) laws, administrative regulations and provisions and other methods 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) 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 public
