Yonker Environmental Protection Co.Ltd(300187)
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance three
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders Section IV proposal and notice of shareholders' meeting 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 eighteen
Section 1 Directors eighteen
Section II board of Directors twenty
Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-six
Section I supervisors twenty-six
Section II board of supervisors twenty-seven
Chapter VIII Financial Accounting system, profit distribution and audit twenty-eight
Section I financial accounting system twenty-eight
Section II Internal Audit thirty-one
Section III appointment of accounting firm thirty-one
Chapter IX notices and announcements thirty-two
Section I notice thirty-two
Section II announcement thirty-two
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-three
Section 1 merger, division, capital increase and capital reduction thirty-three
Section 2 dissolution and liquidation thirty-four
Chapter XI amendment of the articles of Association 35 Chapter XII Supplementary Provisions thirty-six
Yonker Environmental Protection Co.Ltd(300187)
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 organization and behavior of the company, 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.
Article 2 Yonker Environmental Protection Co.Ltd(300187) is a joint stock limited company established in accordance with the company law and other relevant regulations (hereinafter referred to as the "company").
The company is sponsored by Hunan Yonker Environmental Protection Co.Ltd(300187) Technology Co., Ltd., the former shareholder of Hunan Yongqing desulfurization Co., Ltd. (now known as "Hunan Yongqing Environmental Technology Industry Group Co., Ltd", the same below), Zhao Yueyu, Feng Yanlin, Shen Xiaodong, Ge Yan, Xu Youping, Liu Jia, Zhang Zhifan, Xie Wenhua, Yu Yuan and Luo Lijuan, Changed from Hunan Yongqing desulfurization Co., Ltd. to Hunan Yongqing desulfurization Co., Ltd; The company officially changed its name to Hunan Yonker Environmental Protection Co.Ltd(300187) on November 10, 2008, registered with Hunan Administration for Industry and Commerce and obtained a business license.
The company officially changed its name to Yonker Environmental Protection Co.Ltd(300187) on September 18, 2012, registered with Hunan Administration for Industry and Commerce and obtained a business license. The unified social credit code of the company is 91430000760723375m. Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on February 16, 2011, the company issued 16.7 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on March 8, 2011.
Article 4 registered name of the company:
Chinese Name: Yonker Environmental Protection Co.Ltd(300187)
English Name: Yonker environmental protection Co., Ltd
Article 5 domicile of the company: National biomedical industry base in Liuyang City, Changsha (next to national highway 319)
Postal Code: 410329
Article 6 the registered capital of the company is 644500165.00 yuan.
Article 7 the business term of the company is a joint stock limited company with permanent existence.
Article 8 the chairman or general manager 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 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. At the same time, it is also a legally binding document for the company, shareholders, directors, supervisors and senior managers. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, managers and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 11 The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company's business purpose is to survive by quality, develop by variety, rely on scientific and technological progress and scientific management, improve the company's core competitiveness, meet the growing market demand and maximize the interests of the company.
Article 14: the scope of business of the general contracting company for solid pollution control and power generation and the general contracting company for air pollution control and power generation shall be registered according to law; Project related equipment sales; Operation of environmental pollution control facilities; Environmental impact assessment of construction projects; Cleaning services; R & D, production and sales of environmental protection preparations (excluding hazardous chemicals); Consulting services related to environmental protection products; Import and export of goods and technologies; Garbage truck sales; Carry out air pollution prevention and control, new energy power generation, thermal power generation Investment in pollution remediation and solid waste treatment projects (not engaged in equity investment, debt investment, short-term financial investment, entrusted asset management and other financial businesses for specific objects, and not engaged in national financial supervision and financial credit businesses such as deposit taking, fund-raising and collection, entrusted loan, issuance of bills and loans), environmental health management; Cleaning and maintenance of municipal roads; Engaged in the operational cleaning, collection and transportation services of urban domestic waste; Engaged in the operational treatment services of urban domestic waste; Garbage sorting service; Greening management; estate management; Garbage cleaning in urban waters; River cleaning; General cargo transportation (excluding freight rental and moving transportation).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are Hunan Yonker Environmental Protection Co.Ltd(300187) Technology Co., Ltd., Zhao Yueyu, Feng Yanlin, Shen Xiaodong, Ge Yan, Xu Youping, Liu Jia, Zhang Zhifan, Xie Wenhua, Yu Yuan and Luo Lijuan.
The above-mentioned promoters take the shareholders' equity of Hunan Yongqing desulfurization Co., Ltd. as their capital contribution. When the company was established, the number of shares subscribed by the promoters were 47580000 shares of Hunan Yonker Environmental Protection Co.Ltd(300187) Technology Co., Ltd. (invested in currency), 500000 shares of Xie Wenhua (invested in currency), 300000 shares of Feng Yanlin (invested in currency), 300000 shares of Shen Xiaodong (invested in currency), 300000 shares of Zhang Zhifan (invested in currency) Zhao Yueyu 200000 shares (contributed in currency), Ge Yan 200000 shares (contributed in currency), Xu Youping 200000 shares (contributed in currency), Liu Jia 200000 shares (contributed in currency), Yu Yuan 200000 shares (contributed in currency), Luo Lijuan 100000 shares (contributed in currency).
Article 20 the total number of shares of the company is 644500165, all of which are ordinary shares.
Article 21 the company or its subsidiaries (including the company's 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 22 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 23 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 24 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 will not buy or sell its shares.
Article 25 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 own shares due to the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) to (II) of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be implemented after the resolution of the board of directors attended by more than two-thirds of the directors. If the company purchases the shares of the company in accordance with Article 24, which 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. If it is necessary to cancel the company's shares for the above reasons, it shall go through the change registration formalities with the company registration authority in time. 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company's shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one 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 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 30 if the shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or buy them again within 6 months after selling, the proceeds from this shall belong to the company, and the board of directors of the company shall recover the proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the CSRC.
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.
The board of directors of the company does not comply with this article
