Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530)
Articles of Association
Review and revision of 2021 annual general meeting of shareholders
catalogue
Chapter I General Provisions two
Chapter II business purpose, scope and mode four
Chapter III registered capital, shares and stocks five
Chapter IV shareholders eleven
Chapter V general meeting of shareholders fifteen
Chapter VI board of Directors twenty-seven
Chapter VII board of supervisors forty-one
Chapter VIII operation and management organization forty-four
Chapter IX labor and personnel forty-eight
Chapter X finance, accounting and audit forty-nine
Chapter XI profit distribution fifty-three
Chapter XII merger and division fifty-five
Chapter XIII dissolution and liquidation fifty-seven
Chapter XIV notices and announcements sixty
Chapter XV amendment of the articles of Association sixty-one
Chapter 16 Supplementary Provisions sixty-two
Chapter I General Provisions
Article 1.1 purpose of the articles of Association
In order to establish the legal status of Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530) (hereinafter referred to as “the company”), standardize the operation and management and organizational behavior of the company, and protect the legitimate rights and interests of the company, shareholders and creditors, the articles of association are hereby formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and other relevant laws, regulations and rules.
Article 1.2 company name, domicile and legal representative
The Chinese name of the company is: Bingshan Refrigeration & Heat Transfer Technologies Co.Ltd(000530)
The English name of the company is Bingshan Refrigeration & heat transfer technologies Co., Ltd
The domicile of the company is No. 106, Liaohe East Road, Dalian Economic and Technological Development Zone
Postal Code: 116630
The chairman of the company is the legal representative of the company.
Article 1.3 establishment method of the company
The company is a joint stock limited company established in accordance with 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.
According to the document “General Reform Commission FA Gu Zi (1993) No. 7” of Dalian Economic System Reform Commission, the company was established by Dalian Bingshan Group Co., Ltd. as the initiator, by means of raising, authorized by Dalian state owned Assets Administration Bureau, taking the state-owned assets of the former Dalian refrigerator factory as National shares, and approved by China Securities Regulatory Commission through the issuance of corporate shares, social public shares and internal employee shares.
The company was registered in Dalian Administration for Industry and Commerce on December 18, 1993 and obtained a business license with the business license number of 242361300.
The company was approved by the China Securities Regulatory Commission on September 21, 1993 for the first time
30000000 ordinary shares in RMB were issued to the public and listed on Shenzhen Stock Exchange on December 8, 1993. 115000000 domestic listed foreign shares subscribed in foreign currency and listed in China issued by the company to overseas investors were listed in Shenzhen Stock Exchange on March 20, 1998.
Article 1.4 organizational form of the company
The organizational form of the company is a joint stock limited company, that is, all the assets of the company are divided into equal shares, the shareholders are liable to the company to the extent of their shares, and the company is liable for the debts of the company to the extent of all its assets.
Article 1.5 legal status of the company
The company has independent corporate status, its behavior is bound by Chinese law, and its legitimate rights and interests are protected by Chinese law. The company owns all legal person property rights formed by shareholders’ investment, enjoys independent autonomy in operation, management, financial revenue and expenditure, and enjoys civil rights and assumes civil liabilities according to law.
Article 1.6 principle of the company’s shareholding
The company follows the principles of voluntary participation, the same shares and the same rights, income sharing and risk sharing. Article 1.7 foreign investment
The company may invest in other limited liability companies or joint stock limited companies, and shall be liable to the invested company to the extent of its capital contribution.
The company shall not become an unlimited liability shareholder of any profit-making institution.
Article 1.8 external guarantee
The company shall not provide guarantee for any unincorporated unit or individual.
Approval procedures of the company’s external guarantee: the company’s external guarantee must be approved by the general meeting of shareholders or the board of directors of the company; External guarantees with a guarantee amount less than 10% of the company’s recently audited net assets shall be approved by the board of directors with the consent of more than 2 / 3 of all directors; External guarantees with a guarantee amount accounting for more than 10% of the company’s recently audited net assets shall be approved by the company’s general meeting of shareholders. The guarantee provided by the company for shareholders, actual controllers and their related parties shall be approved by the general meeting of shareholders of the company. The guarantee provided by the company for the guarantee object with asset liability ratio exceeding 70% shall be approved by the general meeting of shareholders of the company. Any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets shall be approved by the general meeting of shareholders of the company. Any guarantee provided after the total amount of external guarantee of the company reaches or exceeds 30% of the total assets audited in the latest period shall be approved by the general meeting of shareholders of the company.
Section 1.9 term of operation
The company is a permanent joint stock limited company except for the circumstances specified in Chapter 12 and Chapter 13 of the articles of association.
Article 1.10 legal effect of the articles of Association
The articles of association is the highest standard of organization and conduct of the company and is legally binding on the company, its shareholders, directors, supervisors, general manager and other senior managers. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Other senior managers as mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose, scope and mode
Article 2.1 purpose of the company
The purpose of the company is to comply with the development trend of socialist market economy, implement scientific and standardized management, make full use of existing human, financial and material resources, so as to make the enterprise develop steadily and rapidly, focus on improving economic benefits, vigorously promote the development of refrigeration, air conditioning and all industries of the company, maintain and increase the value of assets, protect the legitimate rights and interests of all shareholders, and make it obtain good economic benefits.
Article 2.2 business scope
The business scope of the company includes:
R & D, design, manufacturing, sales, leasing, installation and maintenance of refrigeration and heating equipment and supporting auxiliary machines, accessories and energy-saving and environmental protection products; Technical service, technical consultation and technical promotion; Design, construction, installation, repair and maintenance services of complete refrigeration and air conditioning works, electromechanical installation works, steel structure works and anti-corrosion and thermal insulation works; House leasing; General cargo transportation; estate management; Low temperature storage; Import and export of goods and technology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Section 2.3 mode of operation
The company’s business methods include: processing, manufacturing, wholesale, retail, import and export, investment, purchasing, selling, leasing and services.
According to the needs of business development and with the approval of relevant government departments, the company can establish joint ventures with foreign enterprises and set up branches, offices or agencies outside China.
Article 2.4 adjustment of business scope and mode
According to market changes and the needs of the company’s business development, the company can adjust its business scope and mode. If the business scope and mode are adjusted, the articles of association shall be amended and registered with the company registration authority. If the adjusted business scope belongs to the business restricted by Chinese laws and regulations, it shall be approved by the relevant government departments according to law.
Chapter III registered capital, shares and stocks
Section 3.1 registered capital
The registered capital of the company is the total paid in share capital, totaling 843212507 yuan.
Section 3.2 division of registered capital
All the registered capital of the company is divided into shares of equal amount and is in the form of shares.
The total number of shares issued by the company is 843212507 (843212507) shares, with a par value of one (1.00) yuan per share.
Article 3.3 types and composition of registered capital
The shares issued by the company are ordinary shares, which are divided into RMB ordinary shares and domestic listed foreign shares. The above shares are centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
RMB ordinary shares (hereinafter referred to as “A shares”) are held by enterprise legal persons or other organizations registered in the people’s Republic of China, natural persons with the nationality of the people’s Republic of China and subjects permitted by the laws of the people’s Republic of China or approved by the competent government authorities.
Domestic listed foreign shares (hereinafter referred to as “B shares”) are held by foreign natural persons, legal persons and other organizations, legal persons, natural persons and other organizations in Hong Kong, Macao and Taiwan, Chinese citizens residing abroad and other investors specified by the China Securities Regulatory Commission.
The total number of ordinary shares approved to be issued by the company is 843212507 (843212507) shares.
The share composition of the company is:
Class and amount of shares
RMB ordinary shares: 601712507 (601712507) shares
241.5 million (241.5 million) domestically listed foreign shares
Article 3.4 share capital
Shareholders may invest in currency in accordance with the articles of association and Chinese laws, or convert tangible assets such as buildings, plants, machinery and equipment or intangible assets such as industrial property rights, non patented technology and land use rights into shares.
The assets converted into shares shall be subject to the premise that the shareholders have legal and effective property rights and comply with the company law.
Section 3.5 stock holding restrictions
Any investor (including shareholders of domestic listed foreign shares) who directly or indirectly holds up to 5% of the ordinary shares issued by the company shall make a written report to the China Securities Regulatory Commission and Shenzhen Stock Exchange within three working days from the date of this fact, notify the company, and make an announcement to explain his shareholding and intention. After investors hold 5% of the issued shares of the company, through the securities trading of the stock exchange, for each increase or decrease of 5% of the issued shares of the company, they shall make a written report to the China Securities Regulatory Commission and Shenzhen Stock Exchange within three days from the date of this fact, notify the company and make an announcement. During the reporting period and within two days after making the report and announcement, the company’s shares shall not be traded again.
However, if 5% of the above paragraph is due to the reduction of the total number of shares of the company, the investor is not subject to the above restrictions.
If a shareholder holding more than 5% of the voting shares of the company sells his shares within six months from the date of purchase, or buys them again within six months from the date of sale, the profits thus obtained shall belong to the company. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months. The provisions of the preceding paragraph shall apply to the directors, supervisors, general manager and other senior managers of the company. 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 the preceding paragraph, the responsible directors shall bear joint and several liabilities according to law.
Section 3.6 issuance of shares
When a company issues new shares, the subscription must be paid in full at one time. Once the shares are subscribed, they shall not be withdrawn.
The issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and share the same rights, interests and risks with the same shares. For shares issued at the same time, the conditions and price of each share are the same. The issuance may be at par value or above par value, but shall not be lower than par value.
When a company issues new shares, the general meeting of shareholders shall make resolutions on the following matters:
1. Type and amount of new shares;
2. IPO price;
3. Type and amount of new shares issued to original shareholders.
Section 3.7 form and registration of shares
The shares of the company are in the form of shares. Shares are written certificates issued by the company to prove that shareholders hold shares. The company adopts the register of shareholders registered by the securities registration authority as the certificate of shares held by shareholders, and the shares shall be subject to the records registered in the register of shareholders.
Section 3.8 transfer and trading of shares
Shareholders holding RMB common shares and domestic listed foreign shares of the company may sell their shares to other legal or natural persons qualified to legally hold such shares according to law or in accordance with the trading rules of the stock exchange on which the company’s shares are listed and relevant laws and regulations.
The rights of allotment of shares and other derivative rights and interests of shares held by shareholders of the company may be transferred and traded in accordance with relevant laws and regulations.
If a shareholder transfers registered shares, the company will recognize him as a valid shareholder of the company only after it is registered and confirmed by the legal registration authority.
The directors, supervisors, general manager and other senior managers of the company shall, during their term of office, regularly report the shares of the company held by them and their changes to the company, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company held by them; The shares held by the company shall not be transferred within one 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.
The shares held by the promoters of the company shall not be transferred within one year from the date of establishment of the company.
Article 3.9 gift, mortgage and inheritance of shares
Shareholders can
