Jiangsu Zeyu Intelligent Power Co., Ltd
chapter
Cheng
March 18, 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meetings eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
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 eighteen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty
Section I supervisors thirty
Section II board of supervisors thirty-one
Chapter VIII Financial Accounting system, profit distribution and audit thirty-two
Section I financial accounting system thirty-two
Section II Internal Audit thirty-five
Section III appointment of accounting firm thirty-five
Chapter IX notices and announcements thirty-six
Section I notice thirty-six
Section II announcement thirty-seven
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation thirty-eight
Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty
Chapter I General Provisions
Article 1 in order to 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the guidelines for the articles of association of listed companies and other laws and regulations.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant laws and regulations.
The company is established by way of sponsorship; Registered with Nantong Administration for Industry and commerce, obtained a business license and unified social credit Code: 91320 Anhui Conch Cement Company Limited(600585) 592266c.
Article 3 with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 22, 2021, the company fulfilled the registration procedures, issued 33 million RMB ordinary shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on December 8, 2021.
Article 4 registered name of the company: Jiangsu Zeyu Intelligent Power Co., Ltd
Full English Name: Jiangsu Zeyu Intelligent Electric Power Co., Ltd
Article 5 company domicile: building 1-4, No. 279, Zhonghuan Road, Chongchuan District, Nantong City
Postal Code: 226002
Article 6 the registered capital of the company is 132 million yuan.
If the company changes its total registered capital due to the increase or decrease of its registered capital, it may adopt a resolution on the matters requiring the amendment of the articles of association after the resolution on the increase or decrease of its registered capital is passed at the general meeting of shareholders, and explain that it authorizes the board of directors to handle the registration procedures for the change of its registered capital.
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 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 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 person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization 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 13 the company’s business purpose: fairness and justice, unity and dedication, positive progress and excellence.
Article 14 after being registered according to law, the business scope of the company: production, R & D and sales of intelligent power supporting equipment; Production of intelligent monitoring device; Computer network installation and construction, communication engineering installation and construction, electronic engineering installation and construction, optical cable engineering installation and construction and maintenance of the above projects; Engineering technical consultation and service; Sales of communication network equipment, electronic computers and external equipment, electrical machinery, instruments and meters, building materials and daily necessities; Production of communication network equipment (set up another branch to operate); Software development and system integration Siasun Robot&Automation Co.Ltd(300024) , production and sales of charging piles. (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 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the sponsors, subscription amount, shareholding ratio, mode and time of capital contribution of the company are:
Serial number name of initiator number of shares held in total share capital contribution form contribution time
(10000 shares)
1 Jian 700073.37% of net assets converted into shares December 21, 2018
2 Nantong qinde investment management center 100010.48% of net assets converted into shares December 21, 2018 (limited partnership)
3. In Changzhou woze Huiyu industrial investment, 541 5.67% of net assets were converted into shares on December 21, 2018 (limited partnership)
4 Xia Genxing 500 5.24% net assets converted into shares December 21, 2018
5 Chu Yuhua 500 5.24% net assets converted into shares December 21, 2018
Article 20 the total number of shares of the company is 132 million. All the shares issued by the company are ordinary shares. Article 21 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 22 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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 23 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 24 the company shall not purchase its own shares. However, except under any of the following circumstances:
（1） 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） If the shareholders’ meeting requests the merger of the company, they have objections to the company’s share acquisition due to the shareholders’ meeting;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of paragraph 1 of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at 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 the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; Belong to section
（2） In the case of item and item (4), it shall be transferred or cancelled within six months; In the 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 the shares of the company held by them and their changes to the company. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by them; The shares held by the company shall not be transferred within 1 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.
Article 30 shareholders, directors, supervisors and senior managers holding more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 the company holds the general meeting of shareholders, distributes dividends, liquidates and engages in other activities that require confirmation of shares
