Shenzhen Jingquanhua Electronics Co.Ltd(002885)
constitution
December 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease 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 Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II profit distribution policy thirty-seven
Section III internal audit forty
Section IV appointment of accounting firm 40 Chapter IX notices and announcements forty-one
Section I notice forty-one
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 44 Chapter XII Supplementary Provisions forty-five
general provisions
Article 1 the 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), the securities law of the people's Republic of China (hereinafter referred to as the Securities Law) and other relevant provisions in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company restructured and established by Shenzhen Shenzhen Jingquanhua Electronics Co.Ltd(002885) Electronics Co., Ltd. (hereinafter referred to as the "company") in accordance with the company law, the regulations of the people's Republic of China on the administration of company registration and other relevant provisions.
The company is established by all shareholders of Shenzhen Shenzhen Jingquanhua Electronics Co.Ltd(002885) Electronics Co., Ltd. in the form of initiation; The company is registered with Shenzhen market supervision administration and has obtained a business license.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on June 9, 2017, the company issued 20 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on June 27, 2017.
Article 4 registered name of the company
Full Chinese Name: Shenzhen Jingquanhua Electronics Co.Ltd(002885)
Full English Name: Shenzhen jingquanhua Electronics Co., Ltd
Article 5 domicile of the company: Industrial Park Shenzhen Jingquanhua Electronics Co.Ltd(002885) No. 325 Guiyue Road, Guanlan street, Longhua District, Shenzhen, postal code: 518110
Article 6 the registered capital of the company is RMB 180 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the legal representative of the company shall be the chairman 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, 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 other senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 the senior managers mentioned in the articles of association include the general manager and other senior managers; Other senior managers refer to the deputy general manager, financial director and Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: in accordance with national laws, regulations and other relevant provisions, and in accordance with the principles of good faith, diligence and responsibility, return to all shareholders and society to the greatest extent and support national economic development. Article 13 after being registered according to law, The business scope of the company is: general business items: power products (including power adapter, charger, LED driving power supply, inverter power supply, energy storage power supply, communication power supply, wireless charging power supply and other intelligent power supply) and related electronic parts; electronic transformer (including high and low frequency power transformers), power filter, inductor, reactor and other magnetic components; special transformer, rail transit magnetic components; photovoltaic inverter; R & D and sales of new energy vehicle charging equipment, UPS uninterruptible power supply, new energy devices, automotive electronics, power electronics and medical electronic products; establishment of industry (specific items will be reported separately); China Trade (excluding franchised, specially controlled and franchised commodities); import and export business of goods and Technology (excluding distribution and state franchised and specially controlled commodities); self owned house leasing; non residential real estate leasing and Housing leasing.
Licensed business items: the following items involve those that should be approved by the license, Only with relevant approval documents can we operate: power products (including power adapter, charger, LED driving power supply, inverter power supply, energy storage power supply, communication power supply, wireless charging power supply and other intelligent power supply) and relevant electronic parts; electronic transformer (including high and low frequency power transformers), power filter, inductor, reactor and other magnetic components; special transformer, rail transit magnetic components; photovoltaic inverter; production of new energy vehicle charging equipment, UPS uninterruptible power supply, new energy devices, automotive electronics, power electronics and medical electronic products.
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company is RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are as follows:
Serial no. Name / name of initiator subscribed shares (10000 shares) contribution method shareholding ratio (%)
1 Zhang lipin 2767.2900 net assets converted into shares 46.1215
2. Cheng Yang 465.5220 net assets converted into shares 7.7587
3 Ju Wanjin 465.5280 net assets converted into shares 7.7588
4 Wang Zhaohua 465.5280 net assets converted into shares 7.7588
5. Li Zhangong 232.7640 net assets converted into shares 3.8794
June 258.6240 net assets converted into shares 4.3104
7 Wang Peixuan 181.0380 net assets converted into shares 3.0173
8. Shenzhen jiayingsheng investment management 336.2100 net assets converted into shares 5.6035
Li Co., Ltd
Chengdu gaotejia Yinke venture
9. Investment partnership (limited) 249.9960 net assets converted into shares 4.1666
Partnership)
10 Shanghai gaotejia Chunhua investment 1875000 net assets converted into shares 3.1250
Partnership (limited partnership)
Shanghai Xianghe Hongan Equity Investment Co., Ltd
11 capital partnership (limited) 3900000 net assets converted into shares 6.5000
(partner)
12 total 6000.00100.00 00%
Article 19 after the issuance, the total number of shares of the company is 180 million, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company's shares 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;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） To convert shares into convertible corporate bonds issued by the company;
（6） The company is necessary to maintain the value of the company and shareholders' equity.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(i) Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company is due to item (I) of paragraph 1 of Article 23 of the articles of association The purchase of the company's shares under the circumstances specified in paragraph (2) shall be subject to the resolution of the general meeting of shareholders. If the company purchases the company's shares under the circumstances specified in paragraphs (3), (5) and (6) of paragraph 1 of Article 23 of these articles of Association, it may be subject to the resolution of the board meeting attended by more than two-thirds of the directors in accordance with the provisions of these 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 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In case of items (2) and (4), they shall be transferred or cancelled within 6 months; in case of items (3), 5 and (6), 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 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company's shares as the subject matter of the pledge.
Article 28 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 of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Within 12 months after the company's directors, supervisors and senior managers declare to leave office, the number of shares of the company sold through listing and trading on the exchange shall not exceed 50% of the total number of shares of the company held by them.
Article 29 directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall
