Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders eighteen
Section IV proposal and notice of the general meeting of shareholders nineteen
Section V convening of the general meeting of shareholders twenty-two
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors thirty-one
Section 1 Directors thirty-one
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-four
Section I supervisors forty-four
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-seven
Section I financial accounting system forty-seven
Section II Internal Audit fifty-three
Section III appointment of accounting firm 53 Chapter IX notices and announcements fifty-four
Section I notice fifty-four
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-five
Section 1 merger, division, capital increase and capital reduction fifty-five
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 58 Chapter XII Supplementary Provisions fifty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) (hereinafter referred to as “the company”) and its 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 and other relevant provisions.
Article 2 in accordance with the company law and other relevant national laws and administrative regulations, the company was approved by the Jiangsu Provincial People’s government “SZF [2000] No. 202” Reply of the provincial government on Approving the change of Jiangsu wanwei Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Technology Development Co., Ltd. into Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Technology Development Co., Ltd, The joint stock limited company established by Jiangsu wanwei Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Technology Development Co., Ltd. as a whole is registered with Jiangsu market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91320000134793384d.
Article 3 the company issued 16100000 RMB common shares to the public for the first time on February 10, 2017 with the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2017] No. 201 document, and was listed on Shenzhen Stock Exchange on March 23, 2017.
Article 4 registered name of the company
Chinese Name: Jiangsu Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Technology Co., Ltd
English Name: jiangsujiuwuhi-techco LTD
Chinese name and abbreviation of the company: Jiangsu Jiuwu Hi-Tech Co.Ltd(300631)
Article 5 domicile of the company: No. 9, yuanxinlu, Pukou District, Nanjing
Postal Code: 211808
Article 6 the registered capital of the company is RMB 122642024.
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, and the shareholders shall be liable to the company to the extent of their subscribed shares
The company shall be liable for the company’s debts with 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, 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 business purpose of the company: high and new technology, high and new products, high-quality service, strict management, scientific revitalization of enterprises and industry serving the country. Seek legal interests for shareholders to the greatest extent and repay the society with good economic and social benefits.
Article 14 after registration according to law, the business scope of the company is: development, manufacturing and sales of membranes, membrane modules, membrane separation equipment, water treatment equipment, gas separation equipment, Lake purifiers and process industrial products and equipment, equipment installation and technical services, development and sales of electronic computers, accessories and software, high Design, manufacture and sales of low-voltage complete sets of equipment, self support and agency of import and export business of various commodities and technologies, technical development and design of municipal public works, industrial sewage treatment works, drinking water and pure water treatment works, water environment treatment works, solid waste treatment works, atmospheric environment treatment works, electromechanical equipment installation works General contracting, technical services, investment, operation and management of environmental protection and water facilities, water resources management, self owned house leasing and property management.
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 promoters of the company are Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) , Nanjing Huada technology industry (Group) Co., Ltd., Anhui chemical import and Export Co., Ltd., Xu Nanping, Shi Jun, Huang Pei, fan Yiqun, Xing Weihong, Wang Pei, Wang Zhaohui, Zhang Wei and Wang Huailin. The company was established by the former Jiangsu wanwei Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Technology Development Co., Ltd. with the audited net assets converted into shares at the ratio of 1:1 as of April 30, 2000. The promoters invested with their net assets in Jiangsu wanwei Jiangsu Jiuwu Hi-Tech Co.Ltd(300631) Technology Development Co., Ltd. and the investment was verified to be fully paid on October 25, 2000. When the company was established, 31.5 million ordinary shares were issued to the promoters, and the number of shares subscribed and shareholding ratio of the promoters were:
No. number of shares of the initiator (10000 shares) shareholding ratio
1 Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063)
2 Nanjing Huada technology industry (Group) Co., Ltd
3 Anhui chemical import and Export Co., Ltd
4 Xu Nanping
5 Shijun
6 huangpei 200274 0.637%
7 fan Yiqun 200274 0.637%
8 Xing Weihong 200274 0.637%
9 Wang Pei 200274 0.637%
10 Wang Zhaohui 200274 0.637%
11 Zhang Wei
12 Wang Huailin 102312 0.320%
Total 1103682 3.504%
Note: since the company has been established for more than one year, the original sponsors Anhui Wanwei Updated High-Tech Material Industry Co.Ltd(600063) , Nanjing Huada technology industry (Group) Co., Ltd., Anhui chemical import and Export Co., Ltd., Xu Nanping, Shi Jun and Zhang Wei have transferred all the shares of the company. Article 20 the total number of shares of the company is 122642024. The capital structure of the company is 122642024 ordinary shares and 0 shares of other types.
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 stipulated 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 shall not purchase its own shares. However, 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 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) necessary for safeguarding 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 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association 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 Article 24 of the articles of association, it shall be approved by the board of directors attended by more than two-thirds of the directors
