Hainan Jinpan Smart Technology Co.Ltd(688676)
constitution
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 six
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 Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II of the board of Directors twenty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors thirty-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit forty-one
Section III appointment of accounting firm forty-one
Chapter IX notices and announcements forty-two
Section I notice forty-two
Section II announcement forty-two
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-three
Section 1 merger, division, capital increase and capital reduction forty-three
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 45 Chapter XII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hainan Jinpan Smart Technology Co.Ltd(688676) (hereinafter referred to as “the company” or “the company”), shareholders and creditors, 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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These articles of association are formulated in accordance with the guidelines for the articles of association of listed companies and other relevant provisions. Article 2 in accordance with the company law, the securities law and other relevant provisions, the company is a joint stock limited company established as a whole by Hainan Jinpan Electric Co., Ltd. with nine legal persons and limited partnerships, including Hainan Yuanyu Intelligent Technology Investment Co., Ltd. and Jinpan International Limited, as sponsors, Registered with Haikou Administration for Industry and Commerce and obtained a business license. The unified social credit code is 9146010062006446xn.
Article 3 the company was registered with the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”) No. [2021] 94 on January 12, 2021, and issued 42570000 ordinary shares in RMB to the public for the first time; With the approval of self regulatory decision [2021] No. 96 of Shanghai Stock Exchange, the company’s shares were listed on the science and Innovation Board of Shanghai Stock Exchange on March 9, 2021.
Article 4 registered name of the company: Hainan Jinpan Smart Technology Co.Ltd(688676)
Abbreviation: Hainan Jinpan Smart Technology Co.Ltd(688676)
English Name: Hainan Jinpan Smart Technology Co., Ltd
Article 5 company domicile: No. 168-39, Nanhai Avenue, Haikou City, Hainan Province
Article 6 the registered capital of the company is 425700000 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager of the company 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 company’s deputy general manager, Secretary of the board of directors, chief financial officer and other personnel recognized as “senior managers” by the board of directors.
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 business purpose of the company is to create a world brand, build a century old foundation, realize the dream of employees, pursue excellence through continuous innovation, realize the spirit of self, improve customer value with quality, realize employee value with development, reflect enterprise value with innovation and present social value with progress.
Article 14 after registration according to law, the business scope of the company is: Sales of intelligent transmission and distribution and control equipment; Manufacturing of power transmission and distribution and control equipment; Sales of advanced power electronic devices; Research and development of mechanical equipment; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Research and development of efficient and energy-saving technology in power industry; Manufacture of transformers, rectifiers and inductors; Research and development of distribution switch control equipment; Manufacturing of distribution switch control equipment; Research and development of online energy monitoring technology; Sales of intelligent storage equipment; Offshore engineering equipment manufacturing; Software sales; Software development; Development of artificial intelligence application software; Artificial intelligence theory and algorithm software development; Cloud computing equipment technology services; Sales of industrial automatic control system devices; Industrial control computer and system sales; Internet of things equipment sales; Research and development of motor and its control system; Internet data services; Data processing and storage support services; Industrial Internet data service; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Internet of things technology services; Research and development of Internet of things technology; Material handling equipment manufacturing; Sales of intelligent material handling equipment; Manufacturing of special equipment for electrical machinery; Industrial Siasun Robot&Automation Co.Ltd(300024) manufacturing; Industrial Siasun Robot&Automation Co.Ltd(300024) sales; Manufacturing of industrial automatic control system devices; Sales of industrial automatic control system devices; Intelligent basic manufacturing equipment manufacturing; Cecep Solar Energy Co.Ltd(000591) power generation technical services; Electrical equipment repair; Road cargo transportation (excluding dangerous goods); Technology import and export; Import and export of goods; Sales of electronic components and electromechanical components and equipment; Manufacturing of electronic components and electromechanical components; Sales of power electronic components; Sales of mechanical and electrical equipment; Sales of electrical equipment; Non ferrous alloy sales; Sales of metal materials; Sales of chemical products (excluding licensed chemical products); Sales of power equipment; Instrument sales; Installation, maintenance and test of power transmission, power supply and receiving facilities; Power generation business, transmission business, power supply (distribution)
Electricity business; Electrical installation services.
Electrical drive and control equipment, uninterruptible power supply, energy storage system, hydrogen production equipment
Research, production, sales, service, system integration and technology of standby and power quality control devices and computer applications
Technology transfer, construction, operation and maintenance of energy storage power station, import and export of goods or technology.
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
Shares 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; Any unit or
The shares subscribed by individuals 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 registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Centralized deposit.
Article 19 the promoters of the company are Hainan Yuanyu Intelligent Technology Investment Co., Ltd. and Jinpan
INTERNATIONAL LIMITED、Forebright Smart Connection Technology Limited、
Chunrong (Pingtan) equity investment partnership (limited partnership), wangpeng (Pingtan) equity investment partnership
(limited partnership), jundao (Pingtan) equity investment partnership (limited partnership), Jingtian (Pingtan) Equity
Investment partnership (limited partnership), Pujiang Jujin Fengan investment management partnership (limited partnership), forever
Nine legal persons and limited partnerships including corporate management (Overseas) Limited. Initiate establishment
When the company is established, the number of shares held by each promoter, the mode of capital contribution and the proportion in the total share capital are as follows:
Serial number name / name of initiator number of shares subscribed contribution method shareholding ratio contribution time (shares) (%)
1 Hainan Yuanyu intelligent technology investment 184864203 net assets converted into shares by 50.0987% on October 16, 2017
Forebright Smart’s overall net assets converted into shares October 2, 2017 connection technology 89228628 24.1812% 16
Limited
Jinpan October 3, 2017 international 26966520 total net assets converted into shares by 7.3080% on October 16, 2017
Limited (Jinbang International)
(limited company)
Serial number name / name of initiator number of shares subscribed contribution method shareholding ratio contribution time (shares) (%)
4 Jingtian (Pingtan) equity investment 23192388 overall net assets converted into shares 6.2852% October 16, 2017 partnership (limited partnership)
Overall conversion of forever corporate’s net assets into shares October 5, 2017 Management (Overseas) 13282155 3.5995% 16
Limited
6 wangpeng (Pingtan) equity investment 10405431. The overall net assets were converted into shares by 2.8199%. October 16, 2017 partnership (limited partnership)
7 jundao (Pingtan) equity investment 9549351. The overall net assets were converted into shares by 2.5879%. October 16, 2017 partnership (limited partnership)
8 Chunrong (Pingtan) equity investment 8620947 overall net assets converted into 2.3363% October 16, 2017 partnership (limited partnership)
nine
