Hnac Technology Co.Ltd(300490)
constitution
January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares two
Section 1 issuance of shares two
Section II increase, decrease and repurchase of shares three
Section III share transfer 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 eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
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-two
Section I supervisors thirty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-eight
Section III appointment of accounting firm 38 Chapter IX notice thirty-eight
Section I notice thirty-nine
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 42 Chapter XII Supplementary Provisions forty-three
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 Hnac Technology Co.Ltd(300490) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was wholly changed from Hunan Hnac Technology Co.Ltd(300490) Co., Ltd. to a joint stock limited company, registered with Hunan market supervision administration and obtained a business license with certificate No. 430193000024057. The sponsors are all shareholders of Hunan Hnac Technology Co.Ltd(300490) Co., Ltd., including Changsha Huaneng automatic control group Co., Ltd., Guangzhou Chengxin Venture Capital Co., Ltd., Hunan Huahong Jingfu venture capital enterprise (limited partnership), Shanghai LeYang venture capital center (limited partnership), Changsha Huazi Investment Management Co., Ltd., Huang Wenbao, Wang Xiaobing, Guo Xudong, Deng Haijun, Yu Jiangnan Zhang Weimin, Hu Hao, Zhou AI, Liu Liguo, Xiong LAN, Song Hui, Miao Honglei, Liao Jianwen.
Article 3 with the approval of China Securities Regulatory Commission on June 24, 2015, the company issued 25 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on December 31, 2015.
Article 4 registered name of the company: Hnac Technology Co.Ltd(300490)
English Name: Hnac Technology Co., Ltd
Article 5 domicile of the company: No. 609, lushong Road, Lugu, Changsha high tech Development Zone.
Postal Code: 410205.
Article 6 the registered capital of the company is 327824407 yuan.
Article 7 the business term of the company is long-term.
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, 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 company’s deputy general manager, chief financial officer, Secretary of the board of directors and other senior managers recognized by the board of directors.
Article 12 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 13 the company’s business purpose is to win trust by quality and win by faith.
Article 14 business scope of the company: research, development, production, sales and related technical services of water conservancy, electric power and industrial automation equipment, auxiliary control equipment, transmission and distribution control equipment; Research, development and promotion services of information transmission technology and new electronic products; Research, development, production and sales of computer software and hardware; General contracting of informatization and system integration; Sales of wires, cables, optical cables and electrical equipment; Design, construction and maintenance of security system; Installation, repair and test of power facilities; Construction, operation and maintenance of power engineering, water conservancy and Hydropower Engineering; Water pollution control, sewage treatment and recycling, production, sales, installation, operation and maintenance of water treatment membrane products and membrane engineering, and water treatment equipment; Design, R & D, sales, construction, operation, technical consultation and services of Cecep Solar Energy Co.Ltd(000591) , wind power, charging (discharging) piles of new energy vehicles, energy storage power stations and energy storage systems; Self operated and acting for the import and export of various commodities and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). (subject to license approval)
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of one yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 in case of overall change of the company, the sponsors, the amount of shares subscribed, the time of capital contribution, the method of capital contribution and the shareholding ratio are as follows:
Name of sponsors number of shares (10000 contribution time contribution method equity proportion No. shares) (%)
1. Changsha Huaneng automatic control group Co., Ltd. 4673.9130 September 2011 net assets 62.3188%
2. Guangzhou Chengxin Venture Capital Co., Ltd. 760.8696 September 2011 net assets 10.1449%
Net assets of Hunan Huahong Jingfu venture capital enterprise
3. (limited partnership) 652.1739 September 2011 8.6957%
Net assets of Shanghai LeYang venture capital center (limited)
4. Partnership) 543.4783 September 2011 7.2464%
5. Changsha Huazi Investment Management Co., Ltd. 217.3913 September 2011 net assets 2.8986%
6. Huang Wenbao 163.0435 September 2011 net assets 2.1739%
7. Wang Xiaobing 114.1304 September 2011 net assets 1.5217%
8. Guo Xudong 89.2391 September 2011 net assets 1.1899%
9. Deng Haijun 53.0435 September 2011 net assets 0.7073%
10. Yu Jiangnan 47.3913 September 2011 net assets 0.6319%
11. Zhou AI 33.1522 September 2011 net assets 0.4420%
12. Zhang Weimin 30.8696 September 2011 net assets 0.4116%
13. Liu Liguo 26.5217 September 2011 net assets 0.3536%
14. Xiong LAN 26.0870 September 2011 net assets 0.3478%
15. Miao Honglei 26.0870 September 2011 net assets 0.3478%
16. Song Hui 26.0869 September 2011 net assets 0.3478%
17. Hu Hao 12.8261 September 2011 net assets 0.1710%
18. Liao Jianwen 3.6956 September 2011 net assets 0.0493%
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Total / 7500.0000 100%
Article 20 the total number of shares of the company is 327824407 shares, 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 the company’s shares 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;
Other methods 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 for one of 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) a shareholder requests the company to purchase its shares because he disagrees 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) necessary for safeguarding the company’s value and shareholders’ rights and interests.
Article 25 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading in stock exchanges;
(II) method of offer;
(III) other methods approved by laws, administrative regulations and the CSRC.
When purchasing its own shares, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Where the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) to (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 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.
In accordance with Article 24 of the articles of association
