Articles of association of Hunan aibulu Environmental Protection Technology Co., Ltd
May, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II capital increase 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 nine
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
Section II board of supervisors thirty-three
Section III resolution of the board of supervisors thirty-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-eight
Section III appointment of accounting firm thirty-eight
Chapter IX notices and announcements thirty-eight
Section I notice thirty-nine
Section II announcement thirty-nine
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation of the company forty
Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions forty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hunan aibulu Environmental Protection Technology Co., Ltd. (hereinafter referred to as the “company”), the shareholders and creditors of the company and standardize the organization and behavior of the company, 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 the guidelines for the articles of association of listed companies These articles of association are formulated in accordance with the Listing Rules of Shenzhen Stock Exchange gem and other relevant provisions.
Article 2 the company is a joint stock limited company that has changed its registration as a whole according to law on the basis of Hunan aibulu Environmental Protection Technology Co., Ltd., registered with the high tech Industrial Development Zone Branch of Changsha Administration for Industry and commerce, obtained a business license and a unified social credit code of 914 Meter Instruments Co.Ltd(301006) 216325k.
Article 3 the company was registered with China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on March 11, 2022, issued 30000000 ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on April 26, 2022.
Article 4 registered name of the company: Hunan aibulu Environmental Protection Technology Co., Ltd.
Article 5 company domicile: unit 2030, building 5, oak garden, No. 8, Lutian Road, Changsha high tech Development Zone
Article 6 the registered capital of the company is 120 million yuan.
Article 7 the business term of the company is 50 years, from February 4, 2013 to February 3, 2063. 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 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 also 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 Secretary of the board of directors and other senior managers referred to in the articles of association refer to the general manager and other senior managers 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 the company’s business purpose is to take the market demand as the guidance, base on innovation, cultivate brands, highlight key points, integrate resources and realize the rapid development of the company.
Article 14 after registration according to law, the business scope of the company: environmental protection technology promotion services; Environmental technology consulting services; Environmental engineering design; Engineering survey and design; Construction of municipal public works; Construction of environmental protection facilities of the project; Design and construction of cleaning and purification engineering; Construction project construction; River and lake treatment and flood control facilities engineering construction; Construction of water conservancy and hydropower projects; Professional contracting of foundation and foundation engineering; Professional contracting of electromechanical equipment installation engineering; EPC services; Engineering and technology basic scientific research services; Engineering consulting; Water quality testing services; Environmental protection monitoring; Soil remediation; Water pollution control; Air pollution control; Solid waste treatment; Hazardous waste treatment; Light pollution control services; Noise pollution control services; Geological disaster management services; Development of domestic waste disposal technology; Research and development of domestic waste disposal equipment and water treatment equipment; Production of domestic waste disposal equipment (limited to branches); Water treatment equipment manufacturing (limited to branches); Sewage treatment and recycling (limited to branches); Manufacturing of special equipment for environmental protection (limited to branches); Branches of harmless and resource limited waste disposal; Rainwater collection, treatment and utilization (limited to branches); Installation of water treatment equipment; Sales of water treatment equipment, domestic waste disposal equipment, sanitation equipment, environmental protection equipment, special pharmaceutical materials for environmental pollution treatment and energy-saving and environmental protection products; Automobile retail; The following business scope shall not be engaged in national financial supervision and financial credit business such as deposit absorption, fund-raising collection, entrusted loan and loan issuance: investment in tap water projects and environmental pollution control projects with its own assets. (for projects subject to approval according to law, business activities can be carried out only after approval 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 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 equal; Any unit or individual shall pay the same price per share for the shares subscribed for.
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 names of the promoters of the company, the number of shares subscribed, the mode of capital contribution and the time of capital contribution are as follows:
No. name of initiator / number of shares (10000 shareholding ratio, contribution method and contribution time)
Shares (%)
1 Zhong Rubo 370500 41.17 net assets converted into shares 201711.10
2 you Jianjun 283500 31.50 net assets converted into shares 201711.10
3 Ma Jun 645.00 7.17 net assets converted into shares 201711.10
4 blue square partnership 420.00 4.67 net assets converted into shares 201711.10
5 Deng Zhaohui 405.00 4.50 net assets converted into shares 201711.10
6 Xiong Yan 375.00 4.17 net assets converted into shares 201711.10
7. Xing Sansheng 225.00 2.50 net assets converted into shares 201711.10
8 Yu Yuhan 165.00 1.83 net assets converted into shares 201711.10
9 Chen Tieru 75.00 0.83 net assets converted into shares 201711.10
10 Wu Xueyu 75.00 0.83 net assets converted into shares 201711.10
11 he Jianling 45.00 0.50 net assets converted into shares 201711.10
12 Yin Mingkun 30.00 0.33 net assets converted into shares 201711.10
Total 900000 100.00 —-
Article 20 after the initial public offering of shares, the total number of shares of the company is 120000000, 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 capital increase, reduction and repurchase of shares
Article 22 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 and the resolution 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 methods 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) 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.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China. Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted 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; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 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 24 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 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.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company shall not accept the shares of the company 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 to the company the shares held by the company and their changes, and transfer them every year during their term of office
