Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of the company, shareholders, employees, and creditors, and to regulate 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"), and other relevant regulations.
Article 2
The company is a joint-stock limited company established in accordance with the Company Law, the Securities Law, and other relevant regulations (hereinafter referred to as the "Company"). The company was established through the overall change of Shanghai Zhongzhou Special Alloy Materials Co., Ltd. It is registered with the Shanghai Municipal Market Supervision Administration and has obtained a business license, with a unified social credit code of 91310000740597762W.
Article 3
The company was registered on February 24, 2021, with the approval of the China Securities Regulatory Commission, and issued 30,000,000 ordinary shares to the public for the first time, which were listed on the Shenzhen Stock Exchange on April 9, 2021.
Article 4
The registered name of the company is:
- Chinese Name: 上海中洲特种合金材料股份有限公司
- English Name: Shanghai Zhongzhou Special Alloy Materials Co., Ltd.
Article 5
The company's address is: No. 580 Shisheng Road, Jiading Industrial Zone, Shanghai, Postal Code: 201815.
Article 6
The registered capital of the company is RMB 458,640,000.
Article 7
The company is a joint-stock limited company with perpetual existence.
Article 8
The chairman represents the company in executing company affairs and is the legal representative of the company. If the legal representative resigns, it is considered that they have simultaneously resigned from their position as the legal representative. The company will 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 of Association 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 compensation from the legal representative at fault according to the law or these Articles of Association.
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 of Association shall take effect from the date of their adoption and shall serve as 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. According to these Articles of Association, shareholders may sue other shareholders, shareholders may sue the company's directors and senior management, and the company may sue shareholders, directors, and senior management.
Article 12
The term "senior management personnel" as used in these Articles of Association refers to the general manager, deputy general managers, financial director, board secretary, and other personnel specified in these Articles of Association.
Article 13
The company shall establish a Communist Party organization and carry out party activities in accordance with the regulations of the Communist Party of China. The company shall provide necessary conditions for the activities of the party organization.
Chapter 2 Business Objectives and Scope
Article 14
The company's business objectives are: to operate with honesty and integrity, and to promote the development of the special alloy industry and the prosperity of the market economy.