Fujian Yongfu Power Engineering Co.Ltd(300712)
constitution
December, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares Section 1 issuance of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section I supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system 37 section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-eight
Chapter I 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 Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company”) is in accordance with the company law and the regulations of the people’s Republic of China on the administration of company registration And other relevant regulations, the joint stock limited company established by Fujian Yongfu Engineering Consulting Co., Ltd. in the form of initiation shall be registered with Fujian market supervision administration. Obtain the business license with the business license number of 91350000611005994m. Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 29, 2017, the company issued 35.02 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on October 31, 2017.
Article 4 registered name of the company: Fujian Yongfu Power Engineering Co.Ltd(300712) . English Name: fujianyongfu Power Engineering Co., Ltd
Article 5 company domicile: No. 3, Gaoxin Avenue, Haixi science and Technology Park, Shangjie Town, Minhou County, Fuzhou City, Fujian Province, postal code: 350108.
Article 6 the registered capital of the company is RMB 182.104 million, and the company is a permanent joint stock limited company.
Article 7 the chairman 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, 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 10 the senior managers mentioned in the articles of association refer to the general manager, deputy general manager, chief engineer, chief financial officer and Secretary of the board of directors.
Article 11 the company shall establish a Communist Party to organize 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 12 the business purpose of the company is: in accordance with the company law and relevant regulations, abide by the law and standardize the operation, take “making power cleaner and smarter” as the mission, adhere to the core values of “customer first, innovation and win-win”, and strive to realize the corporate vision of “becoming an internationally famous comprehensive power and energy service provider”. Article 13 after being registered according to law, the business scope of the company:
Licensed project: construction engineering design; Construction engineering survey; Surveying and mapping services; Installation, repair and test of power facilities; General contracting of housing construction and municipal infrastructure projects; Technology import and export; Import and export of goods; Import and export agency; Engineering cost consulting business; Special equipment design; Building intelligent system design; Various engineering construction activities; Construction project supervision. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
General items: engineering management services; Geological exploration technical services; Basic geological exploration; Water pollution control; Air pollution control; Solid waste treatment; Engineering and technical research and test development; Research and development of offshore wind power related systems; Research and development of wind farm related systems; Research and development of emerging energy technologies; Research and development of online energy monitoring technology; Contract energy management; Engaging in investment activities with its own funds; Sales of electronic products; Sales of mechanical equipment; Sales of electrical equipment; Sales of building materials; Instrument sales; Sales of building decoration materials; Sales of communication equipment; Wholesale of computer software, hardware and auxiliary equipment; Software sales; Sales of photovoltaic equipment and components; Sales of wind turbine and parts; Sales of intelligent power transmission and distribution and control equipment; Foreign contracted projects; Energy conservation management services; Socio economic advisory services; Software development; Network and information security software development; Information system integration service; Computer system services; Information technology consulting services; Information consulting services (excluding licensing information consulting services); Internet of things technology research and development; leasing services (excluding publication rental); biomass energy technology services; Cecep Solar Energy Co.Ltd(000591) Power generation technical services; Wind power technology services; Technology promotion services; Science and technology promotion and application services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Geographic remote sensing information service. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
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 company is wholly changed and established by Fujian Yongfu Engineering Consulting Co., Ltd. All shares of the company shall be subscribed by the sponsors.
The number and shareholding ratio of shares subscribed by each promoter of the company are as follows:
Subscription status
Serial number shareholder name or name
Subscribed shares (shares) shareholding ratio contribution method contribution time
1 Fuzhou Bohong Investment Management Co., Ltd. 4199595041.1725% net assets converted into shares July 2015 twenty-two
2 Fuzhou Yongfu Hengcheng Investment Management Co., Ltd. 3421671633.5458% net assets converted into shares, July 2015 twenty-two
3 Fujian Yongfu BofA Investment Co., Ltd. 34833003.4150% of net assets converted into shares, July 2015 twenty-two
Fujian Pingtan Zhuocheng equity investment enterprise (limited)
476500007.5000% of net assets converted into shares July 2015 22 (partnership)
5 China Belgium direct equity investment fund 68000346.6667% net assets converted into shares July 2015 twenty-two
6 Qingdao Hanhe Cable Co.Ltd(002498) 4080004.0000% net assets converted into shares July 2015 twenty-two
7. Lin Wendan 30600003.0000% of net assets converted into shares, July 2015 twenty-two
8. Lin Huaming 7140000.7000% net assets converted into shares, July 2015 twenty-two
Total 102000000100.0000%–
Article 19 the total number of shares of the company is 182.104 million, all of which are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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） A shareholder requests the company to purchase its shares due to his objection to the resolution on merger or division of the company made by the general meeting of shareholders.
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for the company to maintain its value and shareholders’ equity.
Except for the above circumstances, the company shall not engage in the trading of 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 the CSRC.
Article 25 the company is due to item (I) of Article 23 The acquisition of the company’s shares for the reasons specified in Item (2) shall be subject to the resolution of the general meeting of shareholders. If the company acquires the company’s shares under the circumstances specified in items (3), (5) and (6) of Article 23, it may adopt the resolution of the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases its shares in accordance with paragraph 1 of this article, if it falls under item (I) of Article 23, it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4) of Article 23, it shall be transferred or cancelled within six months; in the case of items (3), 5 and (6) of Article 23, 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 three 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 1 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.
Within 36 months from the date of listing of the company’s shares, the controlling shareholders, actual controllers and persons acting in concert shall not transfer or entrust others to manage the company’s shares held or indirectly held by them, nor propose that the company repurchase such shares.
Directors, supervisors and senior managers of the company
