Jinko Power Technology Co.Ltd(601778) the first extraordinary general meeting of shareholders in 2022
Conference materials
March, 2002
catalogue
Information of the first extraordinary general meeting of shareholders in 2022 1 catalog 2. Notice to the meeting 3 on site meeting agenda 5 proposal 1. Proposal on adjusting the business scope, increasing the registered capital, amending some provisions of the articles of association and handling the industrial and commercial change registration 6 proposal 2. Proposal on signing the cooperation framework agreement on daily connected transactions with related parties 23 proposal 3. Proposal on providing performance guarantee for business contracts for wholly-owned subsidiaries thirty-four
Notice of meeting
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure that shareholders exercise their rights according to law during the general meeting of shareholders, these instructions are formulated in accordance with relevant laws and regulations, the articles of association of Jinko Power Technology Co.Ltd(601778) (hereinafter referred to as the “articles of association”) and the rules of procedure of Jinko Power Technology Co.Ltd(601778) general meeting of shareholders.
1、 The general meeting of shareholders shall set up a meeting affairs group, and the Secretary of the board of directors of the company shall be responsible for the procedure arrangement and meeting affairs of the meeting. 2、 The general meeting of shareholders shall be held in the form of on-site meeting, and voting shall be conducted in the form of on-site and network. 3、 In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders and shareholders’ agents attending the meeting, the company has the right to refuse other persons to enter the meeting place except shareholders and shareholders’ agents, directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors.
4、 Shareholders participating in the on-site meeting of this meeting shall enjoy the right to speak, question, vote and other rights according to law. At the same time, they must earnestly perform their legal obligations and shall not infringe on the rights and interests of other shareholders or disturb the order of the meeting.
5、 When shareholders or their entrusted agents have questions, opinions or suggestions, they shall raise their hands and speak with the consent of the chairman of the meeting. The speaking time of each shareholder is generally no more than five minutes.
6、 If the same voting right is voted repeatedly through on-site, online voting platform of Shanghai Stock Exchange or other means, the first voting result shall prevail.
7、 Three proposals were considered at the general meeting of shareholders, which have been considered and adopted at the 27th meeting of the second board of directors and the 18th meeting of the second board of supervisors of the company. Among them, proposal 1 and proposal 3 are special resolutions, which shall be adopted by more than two-thirds of the effective voting rights held by the shareholders (including agents) attending the meeting; Proposal 2 is an ordinary resolution, which shall be adopted by more than half of the voting rights held by shareholders (including shareholders’ agents) attending the general meeting of shareholders. Proposals 2 and 3 count votes separately for small and medium-sized investors.
8、 The company hired lawyers from JUNHE law firm Shanghai branch to attend and witness the meeting and issue legal opinions.
9、 Shareholders attending the meeting must pay attention to and abide by the provisions of Shanghai on health status declaration during epidemic prevention and control. After arriving at the venue on the same day, please cooperate to implement the epidemic prevention requirements such as participation registration, health information query and certification, body temperature detection and so on. Shareholders who have fever and other symptoms, do not wear masks as required or fail to comply with the relevant provisions and requirements of epidemic prevention and control will not be able to enter the site of the shareholders’ meeting. During the meeting, please wear a mask and keep a necessary distance according to the meeting arrangement.
On site meeting agenda
Meeting time: 14:30, March 4, 2022 (Friday)
Meeting mode: combination of on-site voting and online voting
Venue: Jingke center, No. 1, Lane 1466, Shenchang Road, Minhang District, Shanghai
Moderator: Mr. Li Xiande
1、 The chairman announces the beginning of the meeting and reports the number of shareholders and agents attending the meeting and the total number of voting shares held;
2、 Listen to and review the company’s proposal:
Non cumulative voting motion
1. Proposal on adjusting business scope, increasing registered capital, amending some articles of association and handling industrial and commercial change registration
2. Proposal on signing cooperation framework agreement on daily related party transactions with related parties
3. Proposal on providing performance guarantee for business contracts for wholly-owned subsidiaries
3、 Elect a scrutineer and a vote counter (two shareholder representatives, one lawyer and one supervisor respectively);
4、 Shareholders shall review and fill in the voting votes. If shareholders and agents need to ask questions, they can speak with the consent of the chairman of the general meeting;
5、 Statistics of on-site voting results;
6、 The scrutineer’s representative reads out the on-site voting results;
7、 Witness the lawyer to read the legal opinion;
8、 The host announced the end of the on-site meeting.
Proposal 1: adjustment of business scope, increase of registered capital and amendment of the articles of Association
The proposal of sub clause and handling the change registration of industry and Commerce
Shareholders and agents:
Jinko Power Technology Co.Ltd(601778) (hereinafter referred to as “the company”) held the second meeting on February 16, 2022
The 27th meeting of the second session of the board of directors deliberated and adopted the regulations on adjusting business scope, increasing registered capital
Proposal on Amending Some Provisions of the articles of association and handling industrial and commercial change registration. According to the business development of the company
According to the current situation and future development plan, the company plans to review the Jinko Power Technology Co.Ltd(601778) articles of Association (hereinafter referred to as “the articles of association”)
The business scope in the articles of association of the company shall be further adjusted. At the same time, according to the company’s convertible corporate bonds
According to the situation, the company plans to convert shares according to the number of “Jingke convertible bonds” as of December 31, 2021 (i.e. 128785182)
Share), amend the relevant provisions of the articles of association on the registered capital and the total number of shares. In addition,
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and the guidelines for the articles of association of listed companies
And the latest revision of laws, regulations and normative documents such as the stock listing rules of Shanghai Stock Exchange
And relevant requirements, in combination with the operation of the board of directors and the general meeting of shareholders, the company plans to revise some provisions of the articles of association
Make normative adjustment and update of and text expression. The above matters need to be submitted to the general meeting of shareholders of the company for deliberation and approval
The general meeting of shareholders authorizes the board of directors and its authorized persons to handle relevant matters such as industrial and commercial change registration and the filing of articles of association. The amendment of the articles of association is as follows:
Articles of association revised from the original articles of Association
Article 2 the company is a joint stock limited company established in accordance with the provisions of the company law and other relevant laws, regulations and normative documents. Ltd.
The company was initiated and established by the former Jiangxi Jingke Energy Engineering Co., Ltd. in the form of overall change, registered with Shangrao market supervision and Administration Bureau, obtained a business license, and the unified social credit code is 913611005787856680.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 2765501922. 2894.287104 million yuan.
Article 13 business scope of the company: Cecep Solar Energy Co.Ltd(000591) Article 13 after being registered according to law, the business scope of the company is the design, consultation and integration of Cecep Solar Energy Co.Ltd(000591) photovoltaic power generation and its application system engineering; Development, design, consultation, integration, engineering installation, commissioning, electronic products, Cecep Solar Energy Co.Ltd(000591) building decoration materials, Cecep Solar Energy Co.Ltd(000591) investment and operation and relevant technical services of the above power generation system; Design, consultation, integration, manufacturing, sales, development, design, consultation, installation and technical services of a series of projects of energy storage, wind energy and energy lighting equipment; Engineering installation, commissioning, investment and operation and related technical services of energy storage, wind energy and other series of projects. Development, design, consultation, integration, construction, manufacturing and Engineering (for projects subject to approval according to law, installation, commissioning, investment and operation and relevant technical services can be carried out after approval by relevant departments); development, design, integration, manufacturing and sales of energy management system, energy storage system, smart energy, etc Installation and technical services (the above projects are operated with licenses or qualification certificates in accordance with special national regulations) (the business scope of industrial and commercial registration shall prevail).
Article 19 the total number of shares of the company is Article 19 the total number of shares of the company is 2765501922 shares, all of which are RMB ordinary shares. Every 2894287104 shares are RMB ordinary shares, with a par value of RMB 1.00 per share. The par value of the shares is RMB 1.00.
Article 22 according to the needs of operation and development, according to the provisions of laws and regulations, according to the needs of the general meeting of shareholders, according to the provisions of laws and regulations, and according to the resolutions made by the general meeting of shareholders, the company can increase its capital in the following ways, Capital can be increased in the following ways: (I) public issuance of shares;
(I) public offering of shares; (II) non public offering of shares;
(II) non public offering of shares; (III) distribute bonus shares to existing shareholders;
(III) distribute bonus shares to existing shareholders; (IV) increase the share capital with the accumulation fund;
(IV) increase the share capital with the accumulation fund; (V) laws and regulations and other methods approved by the CSRC.
Other ways of approval. When the company issues convertible corporate bonds, the issuance of convertible corporate bonds, the procedures for share conversion, the arrangement for share conversion and the change of the company’s share capital caused by share conversion shall be in accordance with the provisions of national laws, administrative regulations, departmental rules and other documents
And the company’s convertible corporate bonds prospectus.
Article 23 the company shall not purchase its own shares Article 23 the company shall not purchase its own shares. Copies. However, except under any of the following circumstances:
…… ……
(V) converting shares into corporate bonds issued by listed companies; (V) converting shares into convertible corporate bonds issued by listed companies; Corporate bonds converted into shares;
(VI) the listed company is necessary to maintain the company’s value and shareholders’ rights and interests. (VI) the company is necessary to maintain the company’s value and shareholders’ rights and interests. Required.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 29 directors, supervisors and senior managers of the company Article 29 directors, supervisors and senior managers of the company and shareholders holding more than 5% of the shares of the company will, Sell the company’s shares or other equity held shares or other equity securities within six months after buying, or sell the securities within six months after buying, or buy them again within six months after selling, and the resulting income belongs to the company for purchase again within six months, The income thus obtained shall be owned by the company, and the board of directors of the company will recover its income. Yes, the board of directors of the company will recover its income. However, except for those securities companies that purchase the remaining shares after the package sale, and securities companies that hold more than 5% of the shares due to the purchase of the remaining shares after the package sale, and those with more than 5% of the shares of the securities regulatory authority under the State Council, as well as other circumstances stipulated by the securities regulatory authority under the State Council. Except for other circumstances stipulated by the institution.
The directors, supervisors, senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph or other shares held by natural person shareholders with equity or other securities with equity nature, including the securities held by their spouses, parents and children, including their spouses, parents Shares held by children and held in other people’s accounts or other shares held in other people’s accounts or other securities with the nature of equity. Securities of a proprietary nature.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the board of directors of the joint-stock company shall have the right to require the board of directors to comply with the provisions of paragraph 1 of this article within 30 days. If the board of directors of the company executes, the shareholders have the right to require the board of directors to make a decision within 30 days
