Bece Legend Group Co.Ltd(000803)
chapter
Cheng
(revised in January 2022 and approved at the first extraordinary general meeting of shareholders in 2022)
catalogue
Chapter I General Provisions two
Chapter II purpose and scope of the company three
Chapter III shares three
Section 1 share issuance Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 19 of the board of Directors Section III Secretary of the board of directors Chapter VI managers and other senior managers Chapter VII board of supervisors Section 1 supervisors Section 2 board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice 35 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 37 Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions thirty-nine
Bece Legend Group Co.Ltd(000803)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organizational 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 provisions.
Article 2 with the approval of nanshufa (1988) No. 8 document of Nanchong regional administrative office, the company is reorganized with part of the productive and operational assets of Nanchong silk factory as the main body, established by raising, registered with Nanchong market supervision administration, obtained the industrial and commercial business license, and the unified social credit code is 91511300209454038d.
Article 3 with the approval of Nanchong branch of the people's Bank of China in April 1988, the company issued 25 million shares to the public for the first time and was listed on Shenzhen Stock Exchange on March 3, 1998.
Article 4 registered name of the company:
Chinese Name: Bece Legend Group Co.Ltd(000803)
English Name: bece Legend Group Co., Ltd
Abbreviation: Bece Legend Group Co.Ltd(000803)
Group name: Bece Legend Group Co.Ltd(000803) group
Article 5 registered address of the company: No. 4, floor 12, building 8, Renhe Spring Garden, No. 9, Section 1, Shehua South Road, Shunqing District, Nanchong City, Sichuan Province.
Post code: 637000
Article 6 the registered capital of the company is RMB 240224361.
Article 7 the company is a permanent joint stock limited company. Its registered place, domicile, corporate headquarters and tax settlement relationship are located in Nanchong and remain unchanged for a long time.
Article 8 the chairman is the legal representative of the company.
Article 9 all the capital of the company is divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 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 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 according to the articles of association of the Communist Party of China, the company establishes an organization of the Communist Party of China to carry out party activities. The company establishes the working organization of the party and is equipped with sufficient party affairs staff to ensure the working funds of the party organization. The party organization of the company takes the direction, manages the overall situation and ensures the implementation, carries out work around the production and operation of the enterprise, and ensures and supervises the implementation of the principles and policies of the party and the state in the enterprise.
Article 12 The term "other senior managers" as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II purpose and scope of the company
Article 13 business purpose of the company: abide by national laws and regulations, implement relevant national principles and policies, fairly participate in market competition, pursue the optimal allocation of resources, people-oriented, benefit as the soul, steady development and sustainable operation, create the best economic benefits for the enterprise, safeguard the interests of the state and enterprises, protect the rights and interests of shareholders, and establish a scientific, industrial, commercial A development oriented economic entity integrating trade and economic cooperation.
Article 14 with the approval of the registration authority, the business scope of the company is:
Food waste treatment; Municipal solid waste business services; Import and export of goods; Construction labor subcontracting; Various engineering construction activities; Labor dispatch services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: recycling of renewable resources (except productive waste metals); Renewable resources processing; Sales of renewable resources; Non edible vegetable oil processing; Sales of non edible vegetable oil; Development of resource recycling technology; Technical consultation on resource recycling services; Heating services; Cooling service; Heat production and supply; Contract energy management; Sales of electrical and mechanical equipment; Sales of thermal insulation materials; Sales of anti-corrosion materials; Sales of pipeline transportation equipment; Labor services (excluding labor dispatch); Research and development of distribution switch control equipment; Sales of new energy prime mover equipment; Enterprise management consulting; Engineering management services; Software development; Development of artificial intelligence application software; Research and development of Internet of things technology; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Wholesale of refined oil (excluding hazardous chemicals), manufacturing of industrial animal oil chemicals, technology import and export; Financial consultation; Consulting and planning services; New car sales; Leasing services; Research and development of carbon emission reduction, carbon conversion, carbon capture and carbon storage technologies; Solid waste treatment; Municipal facilities management; Biomass fuel processing; Biomass briquette fuel sales; Water pollution control; Sewage treatment and recycling, soil environmental pollution prevention and control services, fertilizer production, fertilizer sales and chemical product sales (excluding licensed chemical products).
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 all shares issued are ordinary 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 par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares of the company shall be centrally deposited in the Shenzhen registered company.
Article 20 the total number of ordinary shares approved for initial issuance of the company is 25 million.
Article 21 the capital structure of the company is: the total number of shares is 240224361, all of which are ordinary shares.
Article 22 the company or its subsidiaries (including its subsidiaries) 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 23 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the "CSRC").
Article 24 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 25 a company may not purchase shares of a capital company, except under any 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;
(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 26 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 under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 the company's acquisition of shares of the company due to items (I) to (II) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 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 Article 25, 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 3 years.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company's shares as the subject matter of the pledge.
Article 30 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. company
The shares issued before the 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; place
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 their shares of the company within half a year after their resignation.
Article 31 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds.
The term "shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders" as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people's accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 32 The shareholders of the company are those who hold the shares of the company according to law.
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 33 the register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
Article 34 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority.
Article 35 when the company holds a 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 and the equity registration date
