Guangxi Bossco Environmental Protection Technology Co.Ltd(300422)
constitution
December, 2001
Guangxi Bossco Environmental Protection Technology Co.Ltd(300422)
constitution
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is established by all shareholders of Guangxi Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) Environmental Protection Technology Co., Ltd. as the initiator, in the way of overall conversion of the book net assets confirmed by the audit of the original Guangxi Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) Environmental Protection Technology Co., Ltd. into shares, registered with Nanning Administration for Industry and commerce, obtained a business license and unified social credit Code: 9145010711480258h.
Article 3 with the approval of China Securities Regulatory Commission, the company issued 15500000.00 RMB common shares to the public for the first time on January 30, 2015, and was listed on the gem of Shenzhen Stock Exchange on February 17, 2015.
Article 4 registered name of the company: Guangxi Bossco Environmental Protection Technology Co.Ltd(300422)
Full English Name: Guangxi BOSSCO Environmental Protection Technology Co., Ltd
Article 5 company domicile: No. 101, Gao’an Road, Nanning high tech Zone, postal code: 530007.
Article 6 the registered capital of the company is 504872458.00 yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it may adopt a resolution on the matters requiring the amendment of the articles of association after the resolution on the increase or decrease of its registered capital is passed at the general meeting of shareholders, and explain that it authorizes the board of directors to go through the registration procedures for the change of registered capital.
Article 7 the company is a permanent joint stock limited company.
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 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 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 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: always adhering to the development concept of “Expo the world, science and technology first”, promote the sustainable development of industrial circular economy and ecological environment.
Article 13 after registration according to law, the business scope of the company: general items: water pollution control; Sewage treatment and recycling; Soil pollution control and remediation services; Soil environmental pollution prevention and control services; Solid waste treatment; Air pollution control; Landscape engineering construction; Manufacturing of special equipment for environmental protection; Sales of special equipment for environmental protection; Engineering cost consulting business; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering and technical research and test development; Intellectual property services (except patent agency services); Sales of chemical products (excluding licensed chemical products); Sales of disinfectants (excluding hazardous chemicals); Comprehensive utilization of agricultural, forestry, animal husbandry and fishery wastes; Fertilizer sales; New car sales; Sales of new energy vehicles; Research and development of intelligent Siasun Robot&Automation Co.Ltd(300024) ; Information system integration service; Research and development of Internet of things technology; Lease of land use right; Housing lease; Non residential real estate leasing; Leasing services (excluding licensed leasing services); estate management; Import and export of goods; Technology import and export (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Licensed project: construction project construction; Construction engineering design; Municipal solid waste business services; Production of disinfection instruments; Disinfection equipment sales; Motor vehicle production road; Road cargo transportation (excluding dangerous goods); Labor dispatch services; Entry exit quarantine treatment (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business items shall be subject to the approval documents or permits of 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, with a par value of RMB 1.00 per share. Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the promoters of the company shall subscribe for the shares of the company by converting the net assets corresponding to the equity of the original Guangxi Guangxi Bossco Environmental Protection Technology Co.Ltd(300422) Environmental Protection Technology Co., Ltd. held by them into shares, and the registered capital shall be fully paid when the company is established. The promoters and the number of shares subscribed by them are as follows:
Proportion of shares (shares) subscribed in the name of the promoters when the company was established Wang Shuangfei 15133050.0033.6290%
Yingfu tech Venture Capital Co., Ltd. 8338140.0018.5292%
Shenzhen Dachen fortune venture capital enterprise (limited partnership) 6948810.0015.4418%
Yang Qifeng 247500.005.50%
Xu kaishao 247500.005.50%
Song Hainong 247500.005.50%
Huo Jianmin 1181250.002.625%
Zhang pin 945000.002.1%
Wang Jirong 900000.002%
Huang Haishi 675000.001.5%
Chen Qi 675000.001.5%
Ye Yuanjian 675000.001.5%
Yang Jinxiu 360000.000.8%
Mo Cuilin 315000.000.7%
Cheng Yunjie 225000.000.5%
Zhou Maoxian 225000.000.5%
Wang Qi 225000.000.5%
Zhan Xueli 168750.000.375%
Chen Guoning 45000.000.1%
Lu Lihai 45000.000.1%
Chen Nan 45000.000.1%
Chen Wennan 45000.000.1%
Ji Guifang 45000.000.1%
Xu Cuisheng 45000.000.1%
Zhan Lei 45000.000.1%
Li kunsheng 45000.000.1%
Xiao Lin 45000.000.1%
Lin Lihua 45000.000.1%
Huang Chongxing 45000.000.1%
Zhu Hongxiang 45000.000.1%
Qin Chengrong 45000.000.1%
Total 45000000.00100%
Article 19 the total number of shares of the company is 504872458, and the capital structure of the company is: 504872458 ordinary shares, without other types of 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:
(i) 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, 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 specified in the articles of association.
Article 23 under the following circumstances, the company may, in accordance with laws, administrative regulations, departmental rules and this
