China National Complete Plant Import And Export Co.Ltd(000151)
constitution
April, 2002
(it has been deliberated and approved at the 22nd Meeting of the 8th board of directors held on April 22, 2022, and must be submitted to the general meeting of shareholders for deliberation)
China National Complete Plant Import And Export Co.Ltd(000151)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares six
Section 1 share issuance six
Section II increase, decrease and repurchase of shares seven
Section III share transfer eight
Chapter IV shareholders and general meeting of shareholders ten
Section 1 shareholders ten
Section II general provisions of the general meeting of shareholders thirteen
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders twenty-three
Chapter V board of Directors twenty-nine
Section 1 Directors twenty-nine
Section 2 independent directors thirty-three
Section III board of Directors forty
Section IV Secretary of the board of Directors forty-nine
Chapter VI general manager and other senior managers Chapter VII board of supervisors fifty-six
Section I supervisors fifty-six
Section II board of supervisors fifty-seven
Chapter VIII Party committee 59 Chapter IX Financial Accounting system, profit distribution and audit sixty-one
Section I financial accounting system sixty-one
Section II Internal Audit sixty-five
Section III appointment of accounting firm sixty-five
Chapter X notice and announcement sixty-six
Section I notice sixty-six
Section II announcement sixty-seven
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation sixty-eight
Section 1 merger, division, capital increase and capital reduction sixty-eight
Section 2 dissolution and liquidation seventy
Chapter XII amendment of the articles of Association 72 Chapter XIII Supplementary Provisions seventy-three
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 of the company 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 (hereinafter referred to as “the company”) established in accordance with the company law and other relevant laws and regulations.
The company was established on March 1, 1999 with the approval of Guo Jing Ji Ji Qi Gai [1999] No. 40 document of the State Economic and Trade Commission of the people’s Republic of China, registered with the State Administration for Industry and commerce, and obtained the business license of enterprise legal person with the business license number of 1 Ping An Bank Co.Ltd(000001) 003130; With the approval of the State Administration for Industry and commerce, the company’s business license number was changed to 100000 Grandjoy Holdings Group Co.Ltd(000031) 304 on December 29, 2008; On September 8, 2016, the business license was renewed by Beijing Administration for Industry and commerce, and the company’s unified social credit code was 91110 Berry Genomics Co.Ltd(000710) 92411c.
Article 3 the company issued 70000000 ordinary shares in RMB to the public for the first time on August 14, 2000 with the approval of the China Securities Regulatory Commission. Among them, 70 million domestic shares issued by the company to domestic investors and subscribed in RMB were listed on the Shenzhen Stock Exchange (hereinafter referred to as the “exchange”) on September 6, 2000. Article 4 registered name of the company
Chinese Name: China National Complete Plant Import And Export Co.Ltd(000151)
English Name: China National Complete Plant Import and export
Corporation Limited
Article 5 domicile of the company: Building 8, zone 2, No. 188, South Fourth Ring West Road, Beijing, China zip code: 100070
Article 6 the registered capital of the company is 337370728 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 the company shall operate independently, account independently, be responsible for its own profits and losses and bear civil liabilities independently according to law. All the assets of the company are divided into equal shares. The shareholders are liable to the company to the extent of their shares, and the company is 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 and the rights and obligations between the company and shareholders and between 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, managers and other senior managers.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, financial principal, Secretary of the board of directors, general legal adviser and other senior managers appointed by the board of directors.
Article 12 the Communist Party of China shall take the lead in the establishment and implementation of the CPC’s political decision-making and promote the effective implementation of the CPC’s constitution.
Article 13 the company comprehensively promotes the construction of the rule of law, implements the general legal adviser system, and carries out the construction of the company’s rule of law and compliance management, so as to achieve perfect governance, operation compliance, standardized management, law-abiding integrity.
Chapter II business purpose and scope
Article 14 the company’s business purpose: adhere to the concept of green development, deeply cultivate the Chinese and international markets, establish the eco-environmental brand of SDIC group, carry out business related to the investment and construction of environmental protection industry, provide high-quality comprehensive environmental protection solutions to the society, and create value for shareholders, employees and the society.
Article 15 after being registered according to law, the business scope of the company is:
Solid waste treatment, hazardous waste management, recycling of renewable resources (excluding productive waste metals), processing and treatment of metal wastes and debris, processing and treatment of non-metallic wastes and debris, sales of renewable resources, processing of renewable resources, recycling of renewable resources (excluding projects approved by relevant departments such as fixed wastes, hazardous wastes and end-of-life vehicles), operational services of urban domestic waste, food waste treatment Soil pollution control and remediation services, technical exchange, technology promotion, energy conservation management services, R & D, manufacturing and sales of environmental protection technology and equipment; Engineering design and park management services. Dispatch labor personnel needed for overseas projects; Import and export business; Undertake China’s foreign economic and technical assistance projects and general material assistance projects, and contract all kinds of overseas projects and domestic and foreign-funded projects; Provide consultation and exchange services on economy, trade, technology and information; Integration of complete sets of equipment and technical systems and related technical services; storage; House leasing; Selling food; Sales of medical devices, cosmetics, toiletries and daily necessities, human resources services. Other businesses that comply with laws and regulations.
Items within the business scope of the company that are subject to approval according to laws and administrative regulations shall be approved 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 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the total number of ordinary shares approved to be issued at the time of establishment of the company is 127320000, and the total number of shares issued to China complete equipment import and export (Group) Corporation is 120000000, accounting for 94.25% of the total number of ordinary shares that can be issued at the time of establishment of the company; The total number of shares issued to Zhejiang Zhongda (Group) Co., Ltd. is 233000 shares, accounting for 1.83% of the total number of ordinary shares that can be issued when the company is established; The total number of shares issued to China National Native Produce and animal products import and Export Corporation is 233000 shares, accounting for 1.83% of the total number of ordinary shares that can be issued at the time of the establishment of the company; The total number of shares issued to Anhui foreign economic construction (Group) Co., Ltd. is 233000 shares, accounting for 1.83% of the total number of ordinary shares that can be issued when the company is established; The total number of shares issued to China overseas personnel service corporation is 330000, accounting for 0.26% of the total number of ordinary shares that can be issued at the time of the establishment of the company.
Article 21 the total number of shares of the company is 337370728. The capital structure of the company is: 337370728 ordinary shares and 0 shares of other types.
Article 22 the compensation provided by the guarantor or the subsidiary to be purchased (including the compensation provided by the guarantor or the subsidiary to be purchased) shall not be included.
Section II increase, decrease and repurchase of shares
Article 23 according to the needs of operation and development and the provisions of laws and regulations, the company can increase its capital by the following methods through the resolutions of 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) laws, administrative regulations and other forms 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 may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) cancellation of shares for the purpose of reducing the company’s capital;
(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 listed companies to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not carry out the acquisition of 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 own shares due to the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 25, it shall be conducted through public centralized trading. Article 27 the company’s acquisition of shares of the company due to items (1) and (2) of paragraph 1 of Article 25 of the articles of association 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 25 of the articles of association, the 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 (1), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within six months. In the case of items (3), (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 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 that have been 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 term of office, 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 31 the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company sell their shares of the company within six months after buying or within six months after selling
