Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) articles of Association
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
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 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
Section 1 directors
Section II board of directors
Section III special committees of the board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section 2 profit distribution
Section III internal audit
Section IV appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 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
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as “the company”) and protect the legitimate rights and interests of the company, shareholders and creditors, 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 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is a joint stock limited company initiated and established by Anhui Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) Technology Co., Ltd. in the form of overall change. The company is registered with Hefei market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91340100587237655p.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 26, 2017, the company issued 26.67 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on August 21, 2017.
Article 4 registered name of the company: Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
English Name: Anhui Zhonghuan Environmental Protection Technology Co, LTD
Article 5 company domicile: 1608, building 1, Zhongzheng International Plaza, No. 948, Fuyang North Road, Hefei, Anhui Province Postal Code: 230041
Article 6 the registered capital of the company is 423750439 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman 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 the shares they subscribe for, 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, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Article 12 business purpose of the company: in accordance with national laws and regulations, adopt a standardized joint-stock company operation mode, based on good faith and the principle of legal operation, give full play to the advantages of joint-stock system and diversified operation, continuously improve the operation and management level of the company, promote the all-round development of the company, and strive to make the investment of all shareholders safe, value-added and obtain satisfactory income, And create good social benefits.
The company establishes a Communist Party to organize and carry out party activities in accordance with the provisions of the constitution of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 13 business scope of the company: development, consultation and transfer services of environmental protection science and technology; Construction of environmental pollution prevention and control works; Environmental engineering design; Management of environmental pollution control facilities; Design and construction of municipal solid waste treatment project; Development and sales of environmental monitoring instruments, equipment, environmental protection building materials and environmental protection protective films; Municipal Engineering (including underground pipe gallery, sponge City, etc.); Electromechanical installation, automation and intelligent system engineering; Ecological Engineering (black and smelly water body, constructed wetland, soil remediation, etc.); Gardens, landscape and greening; House leasing and warehousing (excluding dangerous goods); Operation of environmental pollution control facilities (limited to branches); Waste incineration power generation and agricultural and forestry waste (biomass) power generation; Solid waste disposal (excluding dangerous goods); Sludge and kitchen waste treatment; Urban and rural sanitation integration project; Engineering cost consulting services. (all the above projects involving administrative license shall be operated with license). (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 14 the shares of the company shall be in the form of shares.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Securities Depository and clearing institution”).
Article 18 the company was wholly changed and established by Anhui Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) Technology Co., Ltd. on April 29, 2015. The net assets corresponding to its equity in Anhui Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) Technology Co., Ltd. were converted into shares of the company at the ratio of 1:0.7913. The name of the company’s sponsors, the number of shares subscribed and the shareholding ratio are:
Number of shares held in sequence, shareholding ratio, contribution number, initiator’s name (name) (shares) example, time and method of contribution (%)
1 Zhang Bozhong 23 million 46.00 April 15, 2015 cash
2. Cash of Anhui Zhongchen Investment Holding Co., Ltd. 19 million 38.00 April 15, 2015
3 Hefei Zhongguan Investment Management Co., Ltd. 80 Ping An Bank Co.Ltd(000001) 6.00 cash on April 15, 2015
Total 500 Ping An Bank Co.Ltd(000001) 00.00
Article 19 the total number of shares of the company is 423750439, and the capital structure of the company is: 423750439 ordinary shares and zero shares of other types.
Article 20 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 21 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 issuance 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 prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 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 listed companies 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 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be carried out through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. The acquisition of the company’s shares due to items (III), (V) and (VI) of Article 23 of the articles of association shall be reviewed and approved by the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of paragraph (1), 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 six 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 three years. The specific implementation rules shall be implemented in accordance with the latest effective laws, regulations or rules.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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.
If the directors, supervisors and senior managers of the company declare their resignation within six months from the date of IPO listing, they shall not transfer the shares of the company directly held by them within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within twelve months from the date of declaration of resignation.
In case of any change in the direct holding of shares of the company by directors, supervisors and senior managers due to the equity distribution of the company, the above provisions shall still be observed.
The directors, supervisors and senior managers of the company shall make the above commitments in the statement and commitment of directors (supervisors and senior managers).
Article 29 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 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 will recover their proceeds. However, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council.
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, 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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; hold
