Haitian Water Group Co.Ltd(603759)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI president and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section 2 profit distribution
Section III internal audit
Section IV appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the 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, these 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 Haitian Water Group Co.Ltd(603759) is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions.
Article 3 the company is wholly changed and established by Sichuan Haitian Water Group Co., Ltd. in the form of initiation, registered with Chengdu Administration for Industry and commerce, obtained the business license, and the unified social credit code is 91510 Yango Group Co.Ltd(000671) 4374300.
Article 4 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on January 5, 2021, the company issued 78 million RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange on March 26, 2021. Article 5 registered name of the company: Haitian Water Group Co.Ltd(603759)
English name of the company: Haitian Water Group Co., Ltd
Article 6 company domicile: No. 506, south section of Hupan Road, Tianfu New District, Chengdu, Sichuan Province, postal code: 610213.
Article 7 the registered capital of the company is RMB 46.176 million.
Article 8 the company is a permanent joint stock limited company.
Article 9 the manager is the legal representative of the company.
Article 10 the total capital of the company is 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 property. 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the vice president
The Secretary of the board of directors, the person in charge of Finance and other personnel recognized by the board of directors of the company.
Article 13 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 14 the business purpose of the company is to gradually improve the corporate governance of modern enterprises
Structure and market-oriented operation mechanism, give full play to their own resources and technical advantages, operate in good faith and develop steadily, continuously improve the operation and management level, meet the needs of social and economic development for urban water affairs, continuously improve the market competitiveness and share, and safeguard the legitimate rights and interests of all shareholders and employees of the company.
Article 15 business scope of the company: licensed projects: production and supply of tap water (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: sewage treatment and recycling; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Engineering cost consulting business; Engineering management services; Sales of mechanical equipment; To carry out business activities according to law (except for those with the approval of the leasing project according to law).
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 the issuance of shares of the company shall follow the principles of fairness, openness and impartiality,
Each share of the same class shall have equal 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 18 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be 1
Yuan.
Article 19 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 20 the names of the promoters of the company, the number of shares subscribed at the time of the establishment of the company, the method and time of capital contribution are as follows:
Total capital contribution subscribed at the time of establishment of the company amount of shares purchased by the sponsors (%) method and time (10000 shares)
Sichuan Haitian investment has 1000093.46 years of net assets. The liability company converted shares on January 8
Fei Wei 320 2.99 net assets January 8, 2014
Gaolin 200 1.87 net assets January 8, 2014
Leshan Huafeng electromechanical trade 100 0.93 net assets 2014 Yi Co., Ltd. converted into shares January 8
Li Yong 80 0.75 net assets January 8, 2014
Total 10700100————
Article 21 the total number of shares of the company is 461.76 million, all of which are ordinary shares.
Article 22 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 23 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital by the following methods: (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. Article 24 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 25 the company shall not purchase its own shares. However, one of the following circumstances shall be excluded:
(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) use the shares to convert the corporate bonds issued by the company into shares; (VI) necessary for the 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 26 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 purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 25 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.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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. If the above-mentioned personnel leave before the expiration of their term of office, they shall continue to abide by the above restrictive provisions within the term of office determined at the time of taking office and within 6 months after the expiration of their term of office.
Article 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall be owned by the company, and the board of directors of the company will recover their proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
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 of this article, 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 32 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 the same kind of shares enjoy
