Henan Qingshuiyuan Technology Co.Ltd(300437)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Chapter VI president and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-one
Chapter VIII Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-five
Section III appointment of accounting firm thirty-six
Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement thirty-seven
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation thirty-eight
Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty
Henan Qingshuiyuan Technology Co.Ltd(300437) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Henan Qingshuiyuan Technology Co.Ltd(300437) (hereinafter referred to as “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 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is established by Jiyuan Qingyuan Water Treatment Co., Ltd. in the form of overall change; The company was registered with Henan Administration for Industry and Commerce and obtained the business license of enterprise legal person. The unified social credit code is 91410001774787121.
Article 3 with the approval of China Securities Regulatory Commission on April 2, 2015, the company issued 16.7 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on April 23, 2015.
Article 4 registered name of the company: Henan Qingshuiyuan Technology Co.Ltd(300437)
English name of the company: Henan Qingshuiyuan Technology Co., Ltd
Article 5 domicile of the company: the intersection of Kegong road and Wenbo Road, Huling high tech Zone, Jiyuan City, Henan Province;
Postal Code: 459000.
Article 6 the registered capital of the company is 259063097 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the president 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, President, vice president and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President, vice president and other senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the president, vice president, Secretary of the board of directors, chief financial officer and chief engineer 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 business purpose of the company: in accordance with national laws, regulations and other relevant provisions, in accordance with the principles of good faith and diligence, seek the best interests for the shareholders of the company and support the sustainable and stable development of the local economy.
After legal registration, the business scope of the company is: R & D, sales and technical services of water treatment chemicals and dosing system; Sales of methyl chloride and phosphite (operating hazardous chemicals without storage facilities); Research and development, technical service and technical consultation of water treatment technology and wastewater recycling technology; Design and construction of river regulation, comprehensive environmental treatment, soil remediation and landscaping; R & D, manufacturing, sales and installation of environmental protection equipment; Consultation, design and general contracting of environmental protection projects; Municipal engineering construction; Mechanical and electrical equipment installation works; R & D, engineering consultation, design and construction of solid waste recycling technology; Research and development, production and sales of membrane products; Engaged in the import and export of goods and technology. (except for the goods and technologies that can be operated or prohibited from import and export according to national laws and regulations). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Article 14 the business scope of the company shall be subject to the scope approved by the company registration authority.
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, and the par value of each share shall be RMB 1.
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 company is wholly changed and established by Jiyuan Qingyuan Water Treatment Co., Ltd. four shareholders of Jiyuan Qingyuan Water Treatment Co., Ltd. are the promoters of the company. The promoters subscribe for all the issued 40 million shares by converting their net assets into shares as of January 31, 2008. The promoters of the company, the number of shares subscribed, the mode and time of capital contribution are as follows:
Serial number name of initiator number of shares subscribed (10000 shares) shareholding ratio contribution method contribution time
1. Wang Zhiqing 220055% of net assets converted into shares 200803-01
291160% of net assets of Li Jie in 2008
3 Zhang Zengqun 400 10% net assets converted into shares 200803-01
4 Zhang Zhenda 240 6% net assets converted into shares 200803-01
Total 4 Tcl Technology Group Corporation(000100) .00%——
Article 20 the total number of shares of the company is 259063097, all of which are ordinary shares in RMB.
Article 21 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 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:
(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 prescribed by laws, administrative regulations and approved by the CSRC.
The company raises funds by publicly issuing convertible corporate bonds (hereinafter referred to as “convertible bonds”), and the holders of convertible bonds can freely convert shares or trigger the conversion terms during the conversion period, and convert them into shares listed and traded by the company at the agreed conversion price. For the increase of registered capital caused by share conversion, the board of directors shall be authorized by the general meeting of shareholders to handle the change of registered capital regularly.
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) 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) 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 shall not acquire the shares of the company.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 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 paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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 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 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 buying them, or buy them again within six months after selling them. 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 execute within the above-mentioned period, the shareholders have the right to
