Beijing Relpow Technology Co.Ltd(300593)
constitution
April 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of shareholders’ meeting twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Section III independent directors twenty-nine
Chapter VI managers and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors thirty-four
Chapter VIII Financial Accounting system, profit distribution and audit thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit forty
Section III appointment of accounting firm forty
Chapter IX notices and announcements forty-one
Section I notice forty-one
Section II announcement forty-one
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 forty-three
Chapter XI special provisions on military matters Chapter XII amendment of the articles of Association 45 Chapter XIII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Relpow Technology Co.Ltd(300593) (hereinafter referred to as “the company”), shareholders and creditors, and standardize the organization and behavior of the company, 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.
Article 2 the company is a joint stock limited company established by the original Beijing Beijing Relpow Technology Co.Ltd(300593) Co., Ltd. in accordance with the company law and other laws, regulations and normative documents.
The company was established by way of sponsorship, registered with Beijing Administration for Industry and Commerce and obtained a business license with the business license number of 91110114102699924c.
Article 3 with the approval of the China Securities Regulatory Commission on December 16, 2016, the company issued RMB common shares (A shares) [2889] million shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on January 13, 2017.
Article 4 registered name of the company
Full Chinese Name: Beijing Relpow Technology Co.Ltd(300593)
English Name: Beijing relpow Technology Co., Ltd
Article 5 domicile of the company: the first, second and third floors of Building 1, yard 139, Shuangying Middle Road, science and Technology Park, Changping District, Beijing
Postal Code: 102200
Article 6 the registered capital of the company is RMB [265985312].
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 their shares, 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, managers 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 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 when engaging in business activities, the company must abide by Chinese laws, regulations and relevant regulations, abide by social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities. If any provision in the articles of association is inconsistent with the laws, regulations and rules, the laws, regulations and rules shall prevail.
Chapter II business purpose and scope
Article 13 the company’s business purpose: with the core business philosophy of “customer satisfaction, value-based, leading science and technology, unity and cooperation and the pursuit of excellence”, establish and improve the modern enterprise system, adhere to the brand development strategy, commit to the operation and development of high-demand voltage conversion field and related industries, become the best partner and employer of high-demand customers in the field of voltage conversion, and continuously create value for shareholders.
Article 14 after being registered according to law, the business scope of the company: technology development and technical services; Technical inspection; Manufacturing high-speed railway equipment, accessories, railway rolling stock accessories, aviation, spacecraft and equipment, micro and special motors and components, power electronic components, transformers, rectifiers and inductors, distribution switch control equipment, computer components, industrial control computers and systems, communication equipment, radar and supporting equipment, integrated circuits, intelligent consumer equipment, sensitive components and sensors; Software development; Basic software services (excluding medical software); Engineering and technical research and test development; Import and export of goods; Technology import and export; Acting as import and export agent; Sales of power converters, amplifiers, communication products, electronic components, mechanical equipment. (subject to the examination and approval of the Administration for Industry and Commerce)
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, and the par value of each share shall be RMB 1.
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 company was wholly changed and established by Beijing Beijing Relpow Technology Co.Ltd(300593) Co., Ltd. on March 26, 2009, with a total share capital of 50000000 shares at the time of establishment. At the time of establishment, the promoters are as follows:
No. number of shares subscribed by sponsors (shares) mode of contribution shareholding ratio
1. Wang Bin 22657270 net assets converted into shares 4531454%
2. Zheng Gang 94168 net assets converted into shares 1898834%
3. Li Jianxin 7042100 net assets converted into shares 1408420%
4 Ding Shufang 2467170 net assets converted into shares 493434%
5. Wang Jinbai’s 2100000 net assets are converted into shares by 420000%
6. Li Xiaoyu 1956797 net assets converted into shares 391359%
7 Du Yongsheng 1504271 net assets converted into shares Gad Environmental Technology Co.Ltd(300854) %
8. Li Yunpeng 960000 net assets converted into shares 192000%
9. Wang Shimin 855493 net assets converted into shares 171099%
10 Ding xianhou 606075 net assets converted into shares 121215%
11 Chen Yongsheng 356656 net assets converted into shares 071331%
Article 20 the total number of shares of the company is [265985312], all of which 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:
(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 competent administrative department.
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 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) the 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) 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 (III), (V) and (VI) of Article 24 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), 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.
Article 26 a company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
(IV) where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be conducted through public centralized trading.
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 shares of the company 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 initial 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 gem of Shenzhen 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 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.
Directors, supervisors and senior managers who declare their resignation within 6 months from the date of IPO listing shall not transfer their directly held shares of the company within 18 months from the date of declaration of resignation; If a person applies for resignation from the 7th month to the 12th month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within 12 months from the date of application for resignation. If the direct holding of shares of the company by its directors, supervisors and senior managers changes due to the distribution of rights and interests of the company, the above provisions shall still be observed.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall
