Tianjin Motimo Membrane Technology Co.Ltd(300334)
constitution
(revised in December 2021)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders eighteen
Section VI voting and resolutions of the general meeting of shareholders twenty-one
Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section 2 independent directors twenty-seven
Section III board of Directors thirty-one
Section IV Secretary of the board of Directors thirty-five
Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors thirty-nine
Chapter VIII party building forty-one
Section 1 institutional setting of Party organizations forty-one
Section II functions and powers of the company's party organization forty-one
Chapter IX Financial Accounting system, profit distribution and audit forty-two
Section I financial accounting system forty-two
Section II Internal Audit forty-six
Section III appointment of accounting firm forty-six
Chapter X notice and announcement forty-seven
Section I notice forty-seven
Section 2 Announcement forty-eight
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase and capital reduction forty-eight
Section 2 dissolution and liquidation forty-nine
Chapter XII amendment of the articles of Association 50 Chapter XIII Supplementary Provisions fifty-one
general provisions
Article 1 in order to meet the needs of establishing a modern enterprise system, Standardize the organization and behavior of Tianjin Motimo Membrane Technology Co.Ltd(300334) (hereinafter referred to as "the company") and safeguard the legitimate rights and interests of the company, shareholders and creditors 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 the articles of association of the Communist Party of China (hereinafter referred to as "the party constitution") ）And other relevant laws and regulations.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
On the basis of Tianjin Membrane Technology Co., Ltd., the company was wholly changed and established in November 2010 according to law. It was registered with Tianjin Administration for Industry and Commerce and obtained the business license of enterprise legal person with unified social credit code 9112011674911895p.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on May 10, 2012, the company issued 29 million RMB ordinary shares to the public for the first time, all of which were domestic shares issued to domestic investors and subscribed in RMB. On July 5, 2012, the company was listed on Shenzhen Stock Exchange (hereinafter referred to as "Stock Exchange") ）Gem listing.
Article 4 registered name of the company: Tianjin Motimo Membrane Technology Co.Ltd(300334)
English Name: Tianjin MOTIMO Membrane Technology Co., Ltd
Article 5 company domicile: No. 60, 11th Street, TEDA; Postal Code: 300457.
Article 6 the registered capital of the company is 302065356 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, 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 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, chief engineer, director, Secretary of the board of directors and other applicable personnel recognized by the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to develop and lead the market with scientific ideas and advanced technology for the benefit of human society; Under the guidance of the scientific outlook on development, people-oriented, build an excellent team, market-oriented, enterprises as the main body of innovation, and take the road of combining production, learning and research.
Article 13 after registration according to law, the business scope of the company is: production and sales of hollow fiber membranes, membrane modules, membrane separation equipment, water treatment equipment and related products; Import, export, wholesale and export of the above products and related products Retail (without shops), repair and repair; wholesale of water pumps, valves, pipes, water tanks, instruments, pneumatic components, electrical equipment and control equipment; provide commodity inspection and testing services (excluding the inspection and appraisal of import and export commodities); providing relevant design, installation and technical consulting services; membrane cleaning services and sales of relevant cleaning agents; industrial and civil building materials, concrete and concrete additives, steel, new composite products, cement products, new water supply and drainage pipes, ventilation equipment, hardware and electricity, metal materials, indoor and outdoor decoration Sales of decorative materials; Provide design and project management of water treatment project and relevant technical and management services; Engage in contracting business of environmental protection engineering and electromechanical equipment installation engineering; Provide operation and management services for environmental pollution control facilities. (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; For the shares subscribed by any unit or individual, the same price shall be paid 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.
Article 18 the promoters of the company and the number of shares they subscribe for, the mode of capital contribution and the proportion in the registered capital are as follows:
Name of sponsor number of shares contribution method shareholding ratio
No. (10000 shares) (%)
1 Tianjin membrane engineering technology 3000 net assets 34.884
limited company
2. Huayi Technology International (BVI) 2400 net assets 27.907
Erjing Islands) Co., Ltd
3. High tech Investment Development Co., Ltd. 2000 net assets 23.256
department
4. Net assets of China's textile industry foreign economic 500
Economic and Technical Cooperation Corporation
5. Net assets of Li Xiaoyan 300 3.488
6 Li Xinmin 105 net assets 1.221
7 Zheng Chunjian 100 net assets 1.163
8 Liu jian89 net assets 1.035
9. Net assets of Zhuang Yu 20: 0.233
10 Dai Haiping 5 net assets 0.058
11 high tech steel 5 net assets 0.058
12 Guo Zhenyou 5 net assets 0.058
13 Han Zongpu 5 net assets 0.058
14 huanguolan 5 net assets 0.058
15. Net assets of lihonggang 5: 0.058
16 Li Xiangde 5 net assets 0.058
17 mashihu 5 net assets 0.058
18 Wang Longxing 5 net assets 0.058
19 Wang Ruoling 5 net assets 0.058
20. Net assets of Wei Haiying 5: 0.058
21 Zhang LIN5 net assets 0.058
22 Zhang Wujiang 5 net assets 0.058
23 Gao Xuejuan 3 net assets 0.035
24 Hou Ruobing 3 net assets 0.035
25 Liu Jiqiang 3 net assets 0.035
26 Tang Xiaoshan 3 net assets 0.035
Name of sponsor number of shares contribution method shareholding ratio
No. (10000 shares) (%)
27 Xie Pengwei 3 net assets 0.035
28. Net assets of Yu honglai 3: 0.035
29 Zheng Qing 3 net assets 0.035
Total 8600 net assets 100
Article 19 the total number of shares of the company is 302065356, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws and regulations and approved by the CSRC.
Article 22 the company may reduce its registered capital. If the company reduces its registered capital, it shall
