Chapter 1 General Provisions
Article 1
To protect the legitimate rights and interests of CNGR Advanced Material Co., Ltd. (hereinafter referred to as "the Company" or "this Company"), shareholders, employees, and creditors, and to regulate the organization and behavior of the Company, these Articles 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 Shenzhen Stock Exchange GEM Listing Rules, the Hong Kong Stock Exchange Listing Rules (hereinafter referred to as "the Hong Kong Listing Rules"), and other relevant regulations.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. The Company was established through the overall change of CNGR Advanced Material Co., Ltd. and registered with the Market Supervision Administration of Tongren City, obtaining a business license with a unified social credit code of: 91520690314383681D.
Article 3
On November 24, 2020, the Company was approved by the Shenzhen Stock Exchange (hereinafter referred to as "SZSE") to issue 56,970,000 ordinary shares to the public for the first time, and was listed on the SZSE on December 23, 2020. On September 25, 2025, the Company was filed with the China Securities Regulatory Commission for its initial public offering of H shares (hereinafter referred to as "H shares") overseas, which were listed on the Hong Kong Stock Exchange on November 17, 2025.
Article 4
The registered name of the Company is: Chinese name: 中伟新材料股份有限公司. English name: CNGR Advanced Material Co., Ltd.
Article 5
The Company's registered address is: Intersection of No. 2 and No. 1 Main Roads, Dalong Economic Development Zone, Tongren City, Guizhou Province.
Article 6
The registered capital of the Company is RMB 1,042,253,858.
Article 7
The Company is a joint-stock limited company with perpetual existence.
Article 8
The chairman of the board serves as the legal representative of the Company. If the chairman resigns, it is deemed that they have simultaneously resigned as the legal representative. Upon the resignation of the legal representative, the Company shall determine a new legal representative within thirty days from the date of resignation.
Article 9
The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Any restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be asserted against bona fide third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek recourse from the legal representative at fault in accordance with the law or these Articles.
Article 10
Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 11
These Articles shall become a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. Shareholders may sue other shareholders, and shareholders may sue the Company's directors and senior management. The Company may sue shareholders, directors, and senior management.
Article 12
The term "senior management" in these Articles refers to the president, executive/senior vice presidents, board secretary, financial officer, and other senior management appointed by the board.
Article 13
The Company shall establish a Communist Party organization and carry out party activities in accordance with the Constitution of the Communist Party of China. The Company shall provide necessary conditions for the activities of the party organization.