Articles of Association
Chapter One General Provisions
Article 1 To protect the legitimate rights and interests of Ganzhou Tengyuan Cobalt New Material Co., Ltd. (hereinafter referred to as the "Company" or "this Company"), shareholders, employees, and creditors, and to regulate the organization and conduct of the Company, these Articles of Association (hereinafter referred to as "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"), and other laws, regulations, departmental rules, and relevant normative documents.
Article 2 The Company is a joint-stock limited company established in accordance with the "Company Law," the "Administrative Measures for the Registration of Issuance of Shares by Companies" and other relevant regulations.
Article 3 The Company is a joint-stock limited company that was wholly restructured through its establishment. The Company is registered with the Ganzhou Municipal Administration for Market Regulation and holds a unified social credit code of 91360721759978573P.
Article 4 On December 21, 2021, the Company obtained approval for registration from the China Securities Regulatory Commission (hereinafter referred to as the "CSRC"). It issued 31.4869 million shares of RMB common stock to the public for the first time and was listed on the Shenzhen Stock Exchange on March 17, 2022.
Article 5 Company registered name: Chinese name: 赣州腾远钴业新材料股份有限公司 English name: Ganzhou Tengyuan Cobalt New Material Co., Ltd
Article 6 The registered address of the Company is No. 9, Xinjin Avenue, Ganzhou High-tech Industrial Development Zone, Ganxian District, Ganzhou City, Jiangxi Province.
Article 7 The registered capital of the Company is RMB 382,831,347 (hereinafter referred to as RMB).
Article 8 The Company is a joint-stock limited company with perpetual existence.
Article 9 The director representing the Company in its business affairs is the legal representative of the Company. The legal representative is elected by the shareholders' meeting, and the Chairman serves concurrently as the director representing the Company in its business affairs. If the director representing the Company in its business affairs resigns, it is deemed that the legal representative has also resigned. If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation of the legal representative.
Article 10 The legal representative shall conduct civil activities in the name of the Company, and the legal consequences shall be borne by the Company. Any restriction on the powers of the legal representative stipulated in these Articles or by the shareholders' meeting shall not be used against a bona fide third party. If the legal representative causes harm to others in the performance of his duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek recourse from the legal representative who is at fault in accordance with the law or these Articles.
Article 11 Shareholders shall be liable to the Company to the extent of their respective share subscriptions, and the Company shall be liable for its debts with all its assets.
Article 12 These Articles shall, from the date of their effectiveness, become a legally binding document regulating the organization and conduct of the Company, the relationship between the Company and its shareholders, and the rights and obligations between shareholders. These Articles shall be legally binding on the Company, shareholders, directors, and senior management personnel. In accordance with these Articles, shareholders may sue shareholders, shareholders may sue the Company, directors, and senior management personnel, shareholders may sue the Company, and the Company may sue shareholders, directors, and senior management personnel.