Tongxing Environmental Protection Technology Co.Ltd(003027)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Section III Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section 2 profit distribution thirty-nine
Section III internal audit forty-two
Section IV appointment of accounting firm 42 Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Tongxing Environmental Protection Technology Co.Ltd(003027) (hereinafter referred to as 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”), the guidelines for the articles of association of listed companies 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. The company was initiated and established by Anhui Tongxing Environmental Protection Technology Co.Ltd(003027) Engineering Technology Co., Ltd. in the form of overall change, registered with Ma’anshan Administration for Industry and commerce, obtained a business license, and the unified social credit code is 913405007901112129g.
Article 3 with the approval of China Securities Regulatory Commission on November 3, 2020, the company issued 21.67 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on December 18, 2020.
Article 4 registered name of the company: Tongxing Environmental Protection Technology Co.Ltd(003027)
English Name: Tongxing Environmental Protection Technology Co., Ltd
Article 5 domicile of the company: Qingxi Town Industrial Park, Hanshan County, Ma’anshan City, Anhui Province
Postal Code: 238191
Article 6 the registered capital of the company is 132419000 yuan.
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. 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 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 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, Secretary of the board of directors, chief financial officer, chief engineer and other senior managers confirmed by the board of directors 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 business purpose of the company: independently carry out various businesses in accordance with relevant laws and regulations, continuously improve the operation and management level and core competitiveness of the enterprise, provide customers with high-quality products and services, maximize shareholders’ rights and interests and company value, and create good economic and social benefits.
Article 14 after being registered according to law, the business scope of the company is: research and development of environmental protection technology; Contracting of dust removal, desulfurization, denitration, sewage treatment and energy saving projects; Design, manufacture, installation and commissioning of dust removal, desulfurization, denitration and transportation equipment; Production and sales of complete sets of low-voltage switchgear; Software development. (projects that need to be approved according to law can only be operated after being approved by relevant departments).
Chapter III shares
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 company was wholly changed and established by Anhui Tongxing Environmental Protection Technology Co.Ltd(003027) Engineering Technology Co., Ltd. on January 24, 2011. The net assets corresponding to its capital contribution in Anhui Tongxing Environmental Protection Technology Co.Ltd(003027) Engineering Technology Co., Ltd. were converted into shares of the company at the ratio of 1:0.9983. The name of the company’s initiator, number of shares subscribed, shareholding ratio, mode and time of capital contribution are as follows:
Serial number name of initiator number of shares held (10000 shares) shareholding proportion (%) mode of contribution time of contribution
1 Zheng Guangming 530.00 25.38 net assets 201012.31
2. Zhu Ning 400.00 19.16 net assets 201012.31
3. Jiedaodong 320.00 15.33 net assets 201012.31
4 Xu Xiansheng 320.00 15.33 net assets 201012.31
5 Lang Yiguang 200.00 9.58 net assets 201012.31
6 Yang Hua 138.00 6.61 net assets 201012.31
7 Li Yan 60.00 2.87 net assets 201012.31
8 Bao Qiya 60.00 2.87 net assets 201012.31
9 Zhang Feng 60.00 2.87 net assets 201012.31
Total 208800 100.00 —-
Article 20 the total number of shares of the company is 132419000, all of which are ordinary shares in RMB.
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 prescribed 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 for one 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) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
If the company purchases its shares for the reasons of items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 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 its shares in accordance with the provisions of Article 24, if it falls under the circumstances of item (I) of Article 24, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV) of Article 24, it shall be transferred or cancelled within six months. For the shares of the company purchased by the company in accordance with items (III), (V) and (VI) of Article 24, 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.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; 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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to 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 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 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is the proof
