Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) articles of Association
The articles of association are approved by Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
It will be implemented after being approved by the first extraordinary general meeting of shareholders in 2022
catalogue
Chapter I General Provisions three
Chapter II business purpose and business scope Chapter III shares four
Section 1 issuance of shares 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 twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers twenty-nine
Section I General Manager twenty-nine
Section II Secretary of the board of Directors Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-nine
Section III appointment of accounting firm 39 Chapter IX notices and announcements forty
Section I notice forty
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-four
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 Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (hereinafter referred to as the “company”) and shareholders and creditors, and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established in the form of initiation with the approval of the reply of the provincial government on Approving the establishment of Jiangsu Nata Opto-Electronic Material Co.Ltd(300346) (Su Zheng Fu [2000] No. 242) issued by the people’s Government of Jiangsu Province; Registered with Jiangsu Administration for Industry and Commerce and obtained a business license. The unified social credit code is 913200007244484t. Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 13, 2012, the company issued 12.57 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on August 7, 2012.
Article 4 registered name of the company: Jiangsu Nata Opto-Electronic Material Co.Ltd(300346)
English name of the company: Jiangsu Nata opto electronic material Co., Ltd. Article 5 company domicile: No. 67, Pingsheng Road, Shengpu, Suzhou Industrial Park. Postal Code: 215126. Article 6 the registered capital of the company is RMB 418256731.
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 their subscribed shares, and the company shall be liable for the company’s debts to the extent of all its assets.
Article 10 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 11 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief financial officer and chief technical officer of the company.
Chapter II business purpose and business scope
Article 12 the business purpose of the company is to develop, produce and sell high-tech optoelectronic and microelectronic material products by adopting advanced and applicable technology and scientific management methods, and have the competitiveness in Chinese and foreign markets in terms of technology, quality, price and after-sales service, so as to improve economic benefits and revitalize the national optoelectronic and microelectronic material industry, So that all investors can obtain satisfactory social and economic benefits.
Article 13 after registration according to law, the business scope of the company is: research, development, production and sales of high-tech optoelectronic and Microelectronic Materials, cultivation and industrialization of high-tech achievements, industrial investment, China trade, export of self-produced products of the enterprise and import of mechanical equipment, spare parts and raw and auxiliary materials required by the enterprise.
Chapter III shares
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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Suzhou Industrial Park Investment Co., Ltd., Nanjing University, Suzhou Industrial Park sucai Real Estate Co., Ltd., Suzhou Industrial Park International Science and Technology Park Development Co., Ltd. and Zhonghe Asset Management Co., Ltd., of which Nanjing University contributes with Mo source proprietary technology evaluated, and other promoters contribute in currency.
Now the sponsors have transferred the shares of the company.
Article 19 the total number of shares of the company is 418256731, all of which are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including its 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 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 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 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) 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 shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 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 paragraph 1 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 paragraph 1 of Article 23 of the articles of association, if it belongs to 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 3 years.
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 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 of the company’s shares.
The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation; If the company applies for resignation within six months from the date of the company’s initial public offering and listing on the gem, it shall not transfer its directly held shares of the company within 18 months from the date of reporting resignation; If the company applies for resignation between the seventh month and the twelfth month from the date of the company’s initial public offering and listing on the gem, it shall not transfer its directly held shares of the company within twelve months from the date of reporting resignation.
In case of any change in the direct holding of the company’s shares by directors, supervisors and senior managers due to the company’s equity distribution, the above provisions shall still be observed.
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 of this article, 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) receive dividends and other forms of benefit distribution according to their share of shares;
(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) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) participate in the distribution of the company’s remaining property according to its share of shares in the event of termination or liquidation of the company;
(VII) 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;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for materials, he shall report to the public
