Welle Environmental Group Co.Ltd(300190) articles of Association
Revised in April 2002
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 group name and members 29 Chapter VII general manager and other senior managers Chapter VIII board of supervisors Chapter IX finance, accounting and profit distribution 39 Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation of the company Chapter XII effectiveness and amendment of the articles of Association 44 Chapter XIII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to meet the needs of establishing a modern enterprise system, standardize the organization and behavior of Welle Environmental Group Co.Ltd(300190) (hereinafter referred to as “the company”) and safeguard the legitimate rights and interests of the company, shareholders and creditors, 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 laws and regulations.
Article 2 the company is a joint stock limited company established by overall change on the basis of Welle Environmental Group Co.Ltd(300190) Environmental Engineering (Changzhou) Co., Ltd. (hereinafter referred to as ” Welle Environmental Group Co.Ltd(300190) Co., Ltd.”) in accordance with the company law and other relevant laws, regulations and normative documents.
The company was registered in Changzhou Administration for Industry and Commerce of Jiangsu Province according to law on November 12, 2009, and obtained a business license. The unified social credit code is 913204007455735e..
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on February 24, 2011, the company issued 13.3 million ordinary shares in RMB to the public for the first time, all domestic shares subscribed in RMB to domestic investors, and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”) on March 16, 2011.
Article 4 registered name of the company:
Chinese name of the company: Welle Environmental Group Co.Ltd(300190)
English name of the company: well environmental group Co., Ltd
Article 5 domicile of the company:
Company domicile: No. 156, Hanjiang Road, Changzhou City
Postal Code: 213022
Article 6 the registered capital of the company is 781584171 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 the shares they subscribe for. The company shall be liable for its debts with all its property.
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 company’s deputy general manager, the Secretary of the board of directors, the person in charge of Finance (i.e. the chief financial officer), etc.
Article 12 the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company shall not use their affiliated relations to damage the interests of the company.
Anyone who violates the provisions of the preceding paragraph and causes losses to the company shall be liable for compensation.
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 purpose of the company is: in order to meet the needs of the development of the socialist market economy, combine the capital and resources of all parties to form a joint-stock company, commit to the research, development and production of new products and technologies in the field of environmental protection, promote the innovation and development of China’s environmental protection, promote the development of export-oriented economy, and make new contributions to China’s economic take-off. Improve corporate governance, strengthen the company’s internal management, improve the company’s production and operation decision-making ability and competitiveness, make the company develop and grow continuously in the market environment, and create sunshine profits for shareholders.
Article 15 after registration according to law, the business scope of the company is: design, integration, manufacturing (limited to branches), sales, R & D, processing and maintenance of environmental protection equipment; Design, contracting, construction and installation of environmental protection projects, and provide relevant technical consultation and technical services; Development and maintenance of environmental engineering system control software and sales of software products; Design, contracting, construction and installation of electromechanical equipment installation engineering, and provide relevant technical consultation and technical services; Investment and operation of environmental pollution control facilities; Photovoltaic power generation and electric energy sales; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state.
According to their own development ability and business needs, the articles of association are amended and approved by relevant examination and approval authorities and the company
Chapter III shares
Section 1 share issuance
Article 16 the capital of the company is divided into shares, and the amount of each share is equal.
The shares of the company take the form of shares. Shares are certificates issued by the company to prove the shares held by shareholders. Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind 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 18 the par value of the shares issued by the company shall be indicated in RMB.
The issue price of the company’s shares may be based on the par value or exceed the par value, but shall not be lower than the par value.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Securities Depository and clearing institution”).
Article 20 the company is established by the overall change of Welle Environmental Group Co.Ltd(300190) Co., Ltd.
The promoters Changzhou Deze Industrial Investment Co., Ltd. and China Venture Capital Co., Ltd. converted the audited book net asset value of Welle Environmental Group Co.Ltd(300190) Co., Ltd. as of July 31, 2009 into 3 Shanghai Pudong Development Bank Co.Ltd(600000) 0 shares of the company’s share capital at the ratio of 1:0.8355, including 3 Shanghai Pudong Development Bank Co.Ltd(600000) 0 yuan as the registered capital of the company and 708895561 yuan as the capital reserve of the company.
Article 21 the promoters of the company and the number of shares they subscribe for, the method and time of capital contribution are as follows:
Name of the sponsor subscribed shares (10000 shares) contribution method contribution time
Changzhou Deze Industrial Investment Co., Ltd. 3139.2 net assets November 12, 2009
China Venture Capital Co., Ltd. 460.8 net assets November 12, 2009
Article 22 the total number of shares of the company is 781584171 shares, all of which are ordinary shares.
Article 23 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 24 according to the needs of operation and development, the company may increase its capital in the following ways in accordance with the provisions of laws and regulations, with the resolution of the general meeting of shareholders and the approval of the competent department authorized by the state:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) converting the company’s reserve fund into share capital;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 25 the company may reduce its registered capital in accordance with the company law, other relevant laws and the procedures specified in Chapter 10 of the articles of association.
Article 26 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 the 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 shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the value of the company and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 27 the company may purchase its own shares in one of the following ways:
(I) centralized bidding trading mode of stock exchange;
(II) make a repurchase offer to all shareholders in the same proportion;
(III) other circumstances stipulated by laws, administrative regulations and recognized by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of association, it shall be carried out through public centralized trading.
Article 28 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 26 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 Article 26 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with relevant laws, administrative regulations and the provisions of the articles of association, if it falls under item (I) of Article 26 of the articles of association, 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 six 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 three 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 29 the shares of the company may be transferred, donated and pledged according to law.
Article 30 the company shall not accept the shares of the company as the subject matter of the pledge.
Article 31 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 one 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 32 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 held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the securities regulatory authority under the State Council.
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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 33 The shareholders of the company are those who hold the shares of the company according to law. The company shall establish a register of shareholders, which 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.
Shareholders enjoy corresponding rights and undertake corresponding obligations according to the types and shares of shares they hold and in accordance with laws, administrative regulations and the articles of association.
Article 34 after the registration and establishment of the company, the shares shall be formally delivered to the shareholders.
Article 35
