Guangdong Enpack Packaging Co.Ltd(002846)
Guangdong Enpack Packaging CO., LTD
constitution
Shantou, Guangdong
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 Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders fifteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders eighteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Chapter VI general manager and other senior managers 36 Chapter VII board of supervisors forty
Section I supervisors forty
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-three
Section I financial accounting system forty-three
Section II Internal Audit forty-four
Section III appointment of accounting firm 46 Chapter IX notices and announcements Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation 48 Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty
Guangdong Enpack Packaging Co.Ltd(002846) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangdong Enpack Packaging Co.Ltd(002846) (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The guidelines for the governance of listed companies (revised in 2018), the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022) (hereinafter referred to as the “Stock Listing Rules”), the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and other relevant laws, regulations, rules and normative documents, The articles of association are formulated in combination with the specific conditions of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and regulations.
Article 3 the company is established by Shantou Yinglian Yilagai Co., Ltd. in the form of overall change according to law, registered with Shantou market supervision and Administration Bureau, obtained the business license of enterprise legal person, and the unified social credit code is 91440500784860067g.
Article 4 on December 30, 2016, the company issued 30 million ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on February 7, 2017 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in the reply on approving Guangdong Enpack Packaging Co.Ltd(002846) initial public offering (zjxk [2016] No. 3236).
Article 5 registered name of the company: Guangdong Enpack Packaging Co.Ltd(002846)
English name of the company: Guangdong enpack Packaging Co., Ltd
Article 6 company domicile: middle section of Danan Road, Haojiang District, Shantou City, Guangdong Province, postal code: 515000. Article 7 the registered capital of the company is 318394616 yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it may adopt a resolution on the matters requiring the amendment of the articles of association after the resolution on the increase or decrease of its registered capital is passed at the general meeting of shareholders, and explain that it authorizes the board of directors to handle the registration procedures for the change of its registered capital.
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 the assets.
Article 11 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 have legal binding force on 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 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 person in charge of finance of the company.
Article 13 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 14 the company’s business purpose is to strive for perfection.
Article 15 after being registered according to law, the business scope of the company is: manufacturing and processing: hardware products; Sales: metal materials, plastic raw materials; 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 16 the shares of the company shall be in the form of shares.
Article 17 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 18 the company may issue ordinary shares and preferred shares in accordance with the law.
Article 19 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1.
Article 20 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
If the company’s shares are delisted (except for active delisting), they will enter the national small and medium-sized enterprise share transfer system to continue trading after the shares are delisted. The company shall not modify the provisions of this paragraph in the articles of association.
Article 21 the promoters of the company are Weng Weiwu, Weng Weiwei, Weng Weijia, Weng Weibo, Cai peinong, Fang Ping and Ke Liwan. These promoters take the net assets corresponding to the equity of Shantou Yinglian Yilagai Co., Ltd. as their capital contribution and establish the company in the form of initiation. The names, number of shares subscribed and shareholding ratio of each promoter are as follows:
Serial no. Name of initiator number of shares subscribed (shares) proportion (%)
1 Weng Weiwu 3612 Tunghsu Azure Renewable Energy Co.Ltd(000040) .13
2 Weng Weiwei 1722 Shenzhen Cereals Holdings Co.Ltd(000019) .13
3 Weng Weijia 1092 Csg Holding Co.Ltd(000012) .13
4 Weng Weibo 88200009.80
5 Cai peinong 84 China Baoan Group Co.Ltd(000009) .33
6 square meters 60 Shenzhen Zhenye(Group)Co.Ltd(000006) .67
7 keliwan 25200002.80
Total 900 Ping An Bank Co.Ltd(000001) 00.00
The above promoters obtained the company’s shares by converting their interests in the former Shantou Yinglian Yilagai Co., Ltd.
Article 22 the total number of shares of the company is 318394616 shares, all of which are ordinary shares.
Article 23 the company or its subsidiaries (including subsidiaries of the company) 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 24 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 25 according to the provisions of the articles of association, 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 26 the company shall not purchase its own shares. 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 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 the company to safeguard the company’s value and shareholders’ rights and interests.
Article 27 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of association, it shall be carried out through public centralized trading. Where a 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.
Article 28 the company’s acquisition of shares of the company due to items (I) and (II) of Article 26 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases the shares of the company in accordance with the provisions of Article 26, 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.
The shares of the company purchased by the company in accordance with item (III) of Article 26 will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 29 the shares of the company may be transferred according to law.
Article 30 the company does not accept the shares of the company as the subject matter of the pledge.
Article 31 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 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 held by them 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 the company’s shares held by them within 6 months after their resignation.
Article 32 If the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, and
