Articles of association of Lion New Energy Technology (Henan) Co., Ltd
April, 2002
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 five
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders eleven
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders sixteen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-five
Chapter VI president and other senior managers Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-two
Chapter VIII decision making procedures for major transactions thirty-three
Section 1 major transactions thirty-three
Section II related party transactions thirty-seven
Chapter IX Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section II Internal Audit forty-three
Section III appointment of accounting firm forty-three
Chapter X notice and announcement forty-three
Section I notice forty-three
Section II announcement forty-four
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XII amendment of the articles of Association 47 Chapter XIII 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 Lion New Energy Technology (Henan) Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law, the securities law and other relevant provisions. With the approval of the reply on agreeing to initiate the establishment of Guangdong Mengshi Power Technology Co., Ltd. (Yue ban Han [2001] No. 440) issued by the general office of the people’s Government of Guangdong Province, the company was established in the form of initiation, registered and established in Guangdong Administration for Industry and Commerce on November 9, 2001, and obtained a business license with the business license number of 44 Shenzhen Zhongheng Huafa Co.Ltd(000020) 06491.
Article 3 with the approval of the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”) on April 28, 2012, the company issued 13.3 million RMB ordinary shares to the public for the first time, and was listed on the SME Board of Shenzhen Stock Exchange on June 12, 2012.
Article 4 registered name of the company: Lion New Energy Technology (Henan) Co., Ltd.
English name of the company: dynavolt renewable energy technology (Henan) Co., Ltd. Article 5 company domicile: Room 215, Huizhi space, Yuwang Road, urban-rural integration demonstration zone, Sanmenxia City, Henan Province, postal code 472000.
Article 6 the registered capital of the company is 567374389 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or president 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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: under the macro-control of the state, organize production and operation independently according to the market demand, so as to improve economic efficiency, labor productivity and maintain and increase the value of assets.
Article 13 after registration according to law, the business scope of the company is: R & D, production (limited to production by branches), sales: batteries, lithium batteries, energy storage power supply equipment, photovoltaic equipment and components, electromechanical equipment and spare parts, auxiliary bicycles, off-road leisure vehicles and spare parts; Undertake the installation, repair and test of power supply facilities and power receiving facilities; Development, construction, maintenance, operation and technical consultation of photovoltaic power stations and wind power projects; Information system integration service; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (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 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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
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 names of the promoters of the company, the number of shares subscribed, the mode of capital contribution and the time of capital contribution are as follows: (1) Shantou Chenghai Humei Battery Co., Ltd. subscribed 19.16 million shares, accounting for 76.64% of the shares of the promoters of the company, and contributed in kind assets on October 12, 2001;
（2） Chen Lewu subscribed for 4.465 million shares, accounting for 17.86% of the company’s sponsors’ shares, and contributed in monetary assets on October 12, 2001;
（3） Shenyang battery research institute subscribed 750000 shares, accounting for 3.00% of the company’s sponsors’ shares, and contributed in monetary assets on October 12, 2001;
（4） Guan Xiongjun subscribed 500000 shares, accounting for 2.00% of the company’s sponsors’ shares, and contributed in monetary assets on October 12, 2001;
（5） Du Jianming subscribed 125000 shares, accounting for 0.50% of the company’s sponsors’ shares, and contributed in monetary assets on October 12, 2001.
Article 19 the total number of shares of the company is 567374389, and all shares are ordinary shares.
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:
（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 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 stipulated in the articles of association.
Article 23 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） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders; （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.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23, 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 the provisions of Article 23, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 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 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 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.
Directors, supervisors and senior managers shall report their shares (including preferred shares) and their changes to the company. During their tenure, the number of shares transferred each year shall not exceed 25% of the total number of shares of the same type 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.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the securities regulatory authority under the State Council, the sale of the shares is not subject to the six-month time limit.
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, 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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company
