Shijiazhuang Tonhe Electronics Technologies Co.Ltd(300491)
constitution
Chapter I General Provisions
Article 1 in order to establish the legal status of Shijiazhuang Tonhe Electronics Technologies Co.Ltd(300491) (hereinafter referred to as “the company”), safeguard the legitimate rights and interests of the company, shareholders and creditors, and standardize the organization and behavior of the company, these 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”) and other laws and regulations.
Article 2 the company is a joint stock limited company established in accordance with the company law and other laws and regulations.
The company was initiated and established by Shijiazhuang Tonghe Electronics Co., Ltd. in the form of overall change, registered with Shijiazhuang Administration for Industry and Commerce and obtained the business license. The unified social credit code is 91130100700964396t.
Article 3 with the approval of the China Securities Regulatory Commission on June 24, 2015, the company issued 20 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on December 31, 2015.
Article 4 registered name of the company: {3001}
English name of the company: Shijiazhuang tonhe Electronics Technologies Co, Ltd.
Article 5 company domicile: No. 350 Lijiang Road, Shijiazhuang high tech Zone
Postal Code: 050035
Article 6 the registered capital of the company is 173453199 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 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, the Secretary of the board of directors and the chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: focus on the technological innovation, product innovation and management innovation of the power electronics industry, adhere to the core value concept of “contribution, mutual benefit, emotion, efficiency and innovation”, provide users with high-quality products and services, and strive to be a leader in the power electronics industry.
Article 13 after being registered according to law, the business scope of the company: new energy electric vehicle charging power supply (charging pile) and supporting equipment, new energy electric vehicle on-board power supply, new energy electric vehicle motor controller and supporting equipment, electric power integrated power supply, electric operation power supply, uninterruptible power supply, emergency power supply, communication power supply, high-voltage DC power supply, regulated power supply R & D, manufacturing and sales of special power supply, railway power supply, energy storage power supply, servo motor controller, industrial energy conservation and power quality management equipment, photovoltaic modules and photovoltaic inverters; Construction and operation of new energy electric vehicle charging station, photovoltaic power station and Microgrid energy storage system; New energy electric vehicle leasing; Development, technical consultation and technical services of information technology; Lease of plant and equipment; Property management and services; Import and export of goods and technologies (except those prohibited or restricted by the state). (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 14 the shares of the company shall be in the form of shares.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited with China Securities Depository and Clearing Co., Ltd. Article 18 the names of the promoters of the company, the amount of shares held, the method of capital contribution and the time of capital contribution are as follows:
Serial number name and name of shareholder shareholding amount (share) contribution time contribution method
1 Jia Tongying 15976112 net assets on July 31, 2012
2 Ma Xiaofeng 13336530 net assets on July 31, 2012
3. Net assets of Li Mingqian 13336530 on July 31, 2012
4 Hongyuan HuiFu 3921887 net assets on July 31, 2012
5 Zhu Jialin 3465534 net assets on July 31, 2012
6 Yang Xiongwen 3465534 net assets on July 31, 2012
7 Dong shunzhong 2310356 net assets on July 31, 2012
8 Xu Weidong 2310356 net assets on July 31, 2012
9 Wang Runmei 288795 net assets on July 31, 2012
10 Wang Yu 288795 net assets on July 31, 2012
11 Xu Jian 231036 net assets on July 31, 2012
12 Liu Qing 173277 net assets on July 31, 2012
13 Li Wenfu 173277 net assets on July 31, 2012
14 Zhang Xianghui 57759 net assets on July 31, 2012
15 Wang hongpo 57759 net assets on July 31, 2012
16 Jiao pengpeng 57759 net assets on July 31, 2012
17 Hou Taotao 57759 net assets on July 31, 2012
18 ran Yalei 57759 July 31, 2012 net assets
19 sun Jingzhou 57759 July 31, 2012 net assets
20 Yang Yongxin 28879 net assets on July 31, 2012
21 Liu Yanjun 28879 net assets on July 31, 2012
22 Zhang Yuliang 28879 net assets on July 31, 2012
23 Yang Zhimin 28879 net assets on July 31, 2012
24 fan Dongxing 28879 net assets on July 31, 2012
25 Leichi 28879 net assets on July 31, 2012
26 Gao Shanshan 28879 net assets on July 31, 2012
27 Bai Yongchao 28879 net assets on July 31, 2012
28 Shang Hongmei 28879 net assets on July 31, 2012
29 Zhu Hongchao 28879 net assets on July 31, 2012
30 song Liyun 28879 net assets on July 31, 2012
31 Geng Hongjie 28879 net assets on July 31, 2012
32 sun Jianqiang 28879 net assets on July 31, 2012
Total 60000000
Note: the time of capital contribution in the above table shall be subject to the time of capital verification.
Article 19 the total number of shares of the company is 173453199, and the capital structure of the company is: 173453199 ordinary shares and 10000 shares of other types.
Article 20 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 21 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 22 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 23 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 24 the company may choose one of the following ways to acquire shares:
(I) centralized bidding trading mode of stock exchange;
(II) other methods approved by the CSRC.
Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it 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 23 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 the shares of the company in accordance with Article 23, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (II) and (IV), it shall be transferred or cancelled within 6 months; In case of items (III), (V) and (VI), the company
