Articles of Association (Draft)
Chapter 1 General Principles
Article 1 In order to maintain the lawful rights and interests of shareholders and to regulate the organization and behavior of the company, according to 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 laws and regulations, the company is established as follows.
Article 2 The company is established in accordance with the Company Law and other relevant regulations.
Article 3 The company’s business scope includes: the production and sale of solar power products, the provision of related technical services, and other businesses approved by relevant authorities.
Article 4 The company was established on [blank] and has been approved by the China Securities Regulatory Commission (CSRC) to issue H shares.
Article 5 The registered name of the company is: Sungrow Power Supply Co., Ltd.
Article 6 The registered capital of the company is [blank] million RMB.
Article 7 The company is a permanent stock company.
Article 8 The board of directors is the legal representative of the company, responsible for the company's operations.
Article 9 The legal representative of the company is the chairman of the board of directors.
Article 10 The shares of the company are divided into A shares and H shares, which are issued in accordance with the relevant laws and regulations.
Chapter 2 Business Philosophy and Scope
Article 11 The company's business philosophy is: to strive to provide excellent solutions for renewable energy power generation, to provide customers with a full range of renewable energy services, and to provide society with clean energy.
Article 12 The company's business scope includes: renewable energy power generation, distribution, and related technical services.
Chapter 3 Shares
Section 1 Share Issuance
Article 13 The shares of the company are issued in the form of registered shares. The name of the shares must include "without par value" or "par value" as appropriate.
Article 14 The issuance of shares shall be conducted in accordance with the relevant laws and regulations.
Article 15 The company may issue A shares and H shares, and the issuance conditions and prices shall be consistent.
Article 16 The company’s shares are issued at a face value of RMB 1 per share.
Article 17 The company’s shares shall be issued in accordance with the relevant laws and regulations.
Article 18 The company may not accept its own shares as collateral.
Article 19 The company shall not accept shares of other companies as collateral.
Article 20 The company’s shares shall be issued in accordance with the relevant laws and regulations.
Chapter 4 Share Transfer
Article 21 The shares of the company shall be transferred in accordance with the relevant laws and regulations.
Article 22 The transfer of shares shall be conducted through the stock exchange or other designated trading platforms.
Article 23 The company shall not restrict the transfer of shares unless otherwise stipulated by law.
Article 24 The company shall not accept shares as collateral for loans.
Article 25
The company shall not engage in any transactions that may harm the interests of shareholders, including but not limited to:
- Engaging in transactions that are not in line with the company's business operations;
- Selling products or services that are not related to the company's business;
- Conducting transactions that violate the provisions of this article.
Article 26
The company shall provide assistance to shareholders in accordance with the following provisions:
- The company shall assist shareholders in obtaining information related to the company’s operations and financial status;
- The company shall provide shareholders with necessary documents and materials as required by law.