Changhong Meiling Co.Ltd(000521) articles of Association
December, 2001
(reviewed and approved by the fourth extraordinary general meeting of shareholders in 2021 held on December 23, 2021)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions at the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section II board of directors Chapter VI party organization Chapter VII president and other senior managers Chapter VIII board of supervisors
Section I supervisors
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms Chapter X notice and announcement
Section I notice
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation Chapter 12 amendment of the articles of Association chapter 13 supplementary provisions
general provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, and give full play to the political core role of the Party committee, 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), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as the “company”) established in accordance with the regulations of the people’s Republic of China on the administration of the registration of enterprise legal persons, the opinions on the standardization of joint stock limited companies and other relevant provisions. The company has standardized in accordance with the relevant provisions and the company law, and has fulfilled the re registration procedures in accordance with the law.
Article 3 according to the provisions of the party constitution, the company establishes a party organization to carry out party activities. The party organization of the company is an organic part of the corporate governance structure. It plays a political core role and ensures the direction, overall situation and implementation. In the reform and development of enterprises, we should adhere to the synchronous planning of Party construction, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of party work.
Article 4 the company was approved by Anhui Provincial Commission for structural reform on June 12, 1992 (1992) No. 039 was approved and restructured from Hefei Meiling Refrigerator General Factory. The company issued 120 million domestic A-Shares subscribed in RMB to domestic investors on July 26, 1993 with the approval of China Securities Regulatory Commission. It was listed on Shenzhen Stock Exchange on October 18, 1993 and approved by the Securities Commission of the State Council on August 12, 1996 , the company issued 100 million B-Shares of domestic listed foreign capital shares subscribed in foreign currency to overseas investors, which was listed on Shenzhen Stock Exchange on August 28, 1996.
Article 5 registered name of the company: Changhong Meiling Co.Ltd(000521)
English name of the company: Changhong Meiling Company Limited
Article 6 domicile of the company: No. 2163, Lianhua Road, Hefei Economic and Technological Development Zone
Postal Code: 230601
Article 7 the registered capital of the company is RMB 1044597881.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 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 11 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, 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.
The company’s governance structure should be based on the basic principle of protecting the legitimate rights and interests of all shareholders, especially the public shareholders, to ensure that the interests of all shareholders, especially small and medium-sized shareholders, are not illegally infringed.
Article 12 The term “other senior managers” as mentioned in the articles of association refers to the company’s vice president, the Secretary of the board of directors and the person in charge of finance.
Chapter II business purpose and scope
Article 13 the company’s business purpose: relying on scientific and technological progress, giving full play to talent advantages, implementing modern management, facing the market, serving users, and turning the company into a large modern economic entity integrating industry, science, trade and service. So that all shareholders can get a good return on investment. We will do our corporate responsibility for the economic construction of Hefei, the prosperity of the whole society and the progress of mankind.
Article 14 with the approval of the company registration authority, the business scope of the company is: R & D, manufacturing, sales, installation and technical consulting services of refrigeration appliances, air conditioners, washing machines, water heaters, kitchen appliances, home decoration, sanitary ware, lamps, household appliances, CNC injection molding machines, plastic products, metal products, packaging products and decorations, It is engaged in the import and export business of self-produced products and technologies, system integration of raw and auxiliary materials and mechanical intelligent products required by the enterprise, software development and technical information services, development, production, sales and services of electronic products and automation equipment, sales services of cold chain transport vehicles and refrigerated vehicles, development, production, sales and services of cold chain incubators, cold warehouses, commercial refrigerated display cabinets R & D, production, sales and service of commercial cold chain products.
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.
Article 18 domestic shares a and domestic listed foreign shares B issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 the total number of A-Shares of common stock approved to be issued by the company is 120000000 shares. When it is established
70500000 shares were issued to the initiator Hefei Meiling Refrigerator General Factory, accounting for 58.75% of the total A-Shares of common shares issued by the company at that time.
Article 20 the share capital structure of the company is: the total share capital is 1044597881 shares, of which: A shares:
881733881 shares, accounting for 84.41% of the total shares. B shares: 162864000 shares, accounting for 15.59% of the total shares. 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of 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 specified 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:
（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 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’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 25 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by 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 of the people’s Republic of China. Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (1) and (2) of Article 24 of the articles of association, it shall be resolved by the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of Article 24 of the articles of association, it may 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, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 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 3 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 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.
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.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company 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 their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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 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 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares; （7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide a certificate to the company
