Beijing Originwater Technology Co.Ltd(300070)
constitution
(April 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Chapter IX notice and announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Chapter XI amendment of articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 (hereinafter referred to as the “company”).
Article 3 the company shall be established by way of sponsorship; Registered with Beijing Administration for Industry and Commerce and obtained a business license with a unified social credit code of 91110 Beijing Jingxi Culture&Tourism Co.Ltd(000802) 115985y.
Article 4 with the approval of China Securities Regulatory Commission on March 26, 2010, the company issued 37 million ordinary shares in RMB to the public for the first time and was listed on Shenzhen Stock Exchange on April 21, 2010.
Article 5 registered Chinese name of the company: Beijing Originwater Technology Co.Ltd(300070)
Full English Name: Beijing origin Technology Co., Ltd
Article 6 company domicile: Beijing Originwater Technology Co.Ltd(300070) building, No. 23-2, Life Science Park Road, Haidian District, Beijing, postal code 102206.
Article 7 the registered capital of the company is three billion six hundred twenty-four million two hundred and nine thousand three hundred and sixty-three yuan only.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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 12 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.
Chapter II business purpose and scope
Article 13 the company’s business purpose: talent first, leading technology, scientific management, integrity-based, innovative development.
The business scope of the company includes: sewage treatment technology, sewage recycling technology, water resources management technology, water treatment technology, solid waste treatment technology, atmospheric environment treatment technology, ecological engineering technology, ecological restoration technology development, technology promotion, technology transfer, technical consultation, technical service and technical training; Construction general contracting and professional contracting; Environmental pollution treatment engineering design; Construction project management; Production of membrane, membrane module, membrane equipment, water treatment equipment, seawater desalination equipment, water supply and drainage equipment and supporting products (only for production in other ports); Entrust the production of membrane, membrane module, membrane equipment, water supply and drainage equipment and supporting products; Sales of special equipment and materials for environmental pollution treatment, membrane, membrane components, membrane equipment, water supply and drainage equipment and supporting products; Investment and investment management in the field of water affairs; Import and export of goods, import and export of technology, import and export agency.
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.
Article 18 the company is restructured and established by the former Beijing Beijing Originwater Technology Co.Ltd(300070) science and Technology Development Co., Ltd., and all promoters have made full contributions according to the company shares they have subscribed for. At the time of establishment of the company, the promoters and the number of shares subscribed by them are as follows:
Name or name number of shares subscribed contribution method contribution time
Wen Jianping 37400000 cash April 30, 2007
Liu Zhenguo 28050000 cash April 30, 2007
He Yuanping 8415000 cash April 30, 2007
Chen Yili 8415000 cash April 30, 2007
Liang Hui 8415000 cash April 30, 2007
Zhou nianyun 2200000 cash April 30, 2007
Dong Junzhao 605000 cash April 30, 2007
Shanghai Xinlian Venture Capital Co., Ltd. 8250000 cash April 30, 2007
Yunnan International Trust Co., Ltd. 8250000 cash April 30, 2007
Article 19 the total number of shares of the company is three billion six hundred and twenty-four million two hundred and ninety-nine thousand three hundred and sixty-three shares, all of which are ordinary shares.
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 offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(V) other methods prescribed by laws, administrative regulations and approved by the securities regulatory authority under the State Council. 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) 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 24 the 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 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 23 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 23 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 26 the shares of the company may be transferred according to law.
Article 27 the company shall 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.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after they buy them, or buy them again within 6 months after they sell them. The resulting income belongs to the company, and the board of directors of the company is responsible for recovering the income. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 the preceding paragraph, 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; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) request the company to purchase its shares when it disagrees with the resolution on merger and division of the company made by the general meeting of shareholders;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 33 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it in accordance with the requirements of the shareholder.
Article 34 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 35 If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to file a lawsuit with the people’s court
