Jingke Energy Co., Ltd
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares and registered capital two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of shareholders' meeting fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Section III Special Committee of the board of Directors Chapter VI general manager and other senior managers 36 Chapter VII board of supervisors thirty-nine
Section I supervisors thirty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-two
Section I financial accounting system forty-two
Section II Internal Audit forty-six
Section III appointment of accounting firm 46 Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase and capital reduction forty-eight
Section 2 dissolution and liquidation 49 Chapter XI amendment of the articles of Association 52 Chapter XII Supplementary Provisions fifty-two
Articles of association of Jingke Energy Co., Ltd
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jingke Energy Co., Ltd. (hereinafter referred to as 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) The articles of association are formulated in accordance with the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the Listing Rules) and relevant provisions.
Article 2 the company is a joint stock limited company established by Jingke Energy Co., Ltd. (hereinafter referred to as Jingke Co., Ltd.) in accordance with the company law, the securities law and other relevant regulations. The company is registered with Shangrao market supervision and Administration Bureau and has obtained a business license. The unified social credit code is 91361100794799028g. The date of issuance of the business license by Shangrao market supervision and administration bureau is the date of establishment of the company.
The company was approved by the Shanghai Stock Exchange on September 30, 2021 and registered by the China Securities Regulatory Commission (hereinafter referred to as the CSRC) on December 28, 2021. It issued 200000000 ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on January 26, 2022.
Article 3 registered name of the company:
Chinese Name: Jingke Energy Co., Ltd
English Name: Jinko solarco, Ltd.
Article 4 domicile of the company: No. 1, Jingke Avenue, Shangrao Economic Development Zone, Jiangxi Province.
Article 5 the registered capital of the company is RMB 100000000 yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman of the company is the legal representative of the company.
Article 8 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 9 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 10 the term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 11 the company's business purpose is to change the energy structure and assume future responsibilities.
Article 12 after being registered according to law, the business scope of the company is: monocrystalline silicon rod, monocrystalline silicon wafer, polycrystalline ingot and polycrystalline silicon wafer; R & D, processing, manufacturing, installation and sales of high-efficiency Cecep Solar Energy Co.Ltd(000591) batteries, modules and photovoltaic application systems; Production and sales of raw materials and related supporting products; Design, authentication consultation, integration, manufacturing and sales of electronic products, Cecep Solar Energy Co.Ltd(000591) building decoration materials and Cecep Solar Energy Co.Ltd(000591) lighting equipment for the above application systems; Engaged in the import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments).
Chapter III shares and registered capital
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares.
Article 14 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 15 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 16 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. Article 17 the company is a joint stock limited company established by the overall change of Jingke Co., Ltd. the promoters, the number of shares subscribed, the mode of capital contribution, the proportion of shares held and the time of capital contribution of the company are as follows:
Serial number name of initiator number of shares subscribed contribution method contribution time shareholding ratio
(10000 shares) (%)
Overall net assets of jinkosolar investment
1. Limited (Jingke Energy Investment Co., Ltd.) 586207.2 shares, December 15, 2020, 73.2759
(company)
2. The overall net assets of Shangrao Jiarui enterprise development center 34483.2 are converted into 4.3104 on December 15, 2020
(limited partnership) shares
3. The net assets of Shangrao Zhuoqun enterprise development center 21098.4 are converted into 2.6373 on December 15, 2020
(limited partnership) shares
4. The overall net assets of 14472 of Shangrao Zhuoling enterprise development center are converted into 1.8090 on December 15, 2020
(limited partnership) shares
5. Shangrao Kaitai Enterprise Management Development Co., Ltd. 5808.8 net assets are converted into 0.7261 on December 15, 2020
Center (limited partnership) shares
6. Shangrao Runjia enterprise management and development 31648 net assets are converted into 3.9560 on December 15, 2020
Center (limited partnership) shares
7. Shangrao Zhuoling No. 2 enterprise development 21708 net assets are converted into 2.7135 on December 15, 2020
Center (limited partnership) shares
8. Shangrao Kaitai No. 2 enterprise development 8712.8 net assets are converted into 1.0891 on December 15, 2020
Center (limited partnership) shares
9. Jiaxing Jingneng investment partnership (with 13792.8% net assets) is converted into 1.7241 on December 15, 2020
Limited partnership) shares
10. Ningbo Rongxin investment partnership (with 20965.6% of net assets, converted into 2.6207 on December 15, 2020)
Limited partnership) shares
11. The total net assets of Gongqingcheng Yunjing investment partnership 13517.6 are converted into 1.6897 on December 15, 2020
(limited partnership) shares
Overall net assets of Xingrui in Fuzhou Economic and Technological Development Zone
12. Hesheng equity investment partnership (20689.6 shares) 2.5862 on December 15, 2020
Limited partnership)
13. The overall net assets of Hangzhou Qingxing investment management partnership 3448 were converted to 0.4310 of 2020.12.15
Industrial (limited partnership) shares
14. The net assets of Jiaxing Xingsheng Dongyan investment partnership 2068.8 are converted into 0.2586 on December 15, 2020
Industrial (limited partnership) shares
15. Beijing Chunlin equity investment center (with 689.6% net assets) is converted into 0.0862 of 2020.12.15
Limited partnership) shares
16. China Securities Co.Ltd(601066) Investment Co., Ltd. 689.6 net assets are converted into 2020.12.15 0.0862 as a whole
thigh
Total 800000-100
Article 18 the total number of shares issued by the company is 100000000 shares, all of which are ordinary shares with a par value of RMB 1 per share.
Article 19 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 20 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 21 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 specified in the articles of association.
Article 22 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 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 safeguarding the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 23 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
The company is due to paragraph 1 (3) of Article 22 of the articles of association
