The Fujian Snowman Co.Ltd(002639) articles of Association
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 3 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 of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Section III Secretary of the board of directors
Chapter VI general manager and other senior managers
Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of Association
Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, 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 laws and regulations.
Article 2 the company is a joint stock limited company established by Changle Snowman refrigeration equipment Co., Ltd. in accordance with the company law and other relevant regulations by way of initiation. It is registered with Fujian Administration for Industry and Commerce and has obtained a business license with a unified social credit code of 91350000705110322e. Article 3 the company issued 40 million ordinary shares in RMB to the public for the first time on November 3, 2011 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on December 5, 2011.
Article 4 registered name of the company: Fujian Snowman Co.Ltd(002639)
English Name: Fujian Snowman Co., Ltd
Article 5 domicile of the company: Fuzhou Binhai Industrial Zone (Shouzhi village, Songxia town). Postal Code: 350217. Article 6 the registered capital of the company is 772602178 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 for, 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, general manager and other 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 determined by the board of directors.
Article 12 the company shall establish a Communist Party organization 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: people-oriented, science and technology first, and develop the company into an international well-known enterprise integrating design, installation, production and trade.
Article 14 after being registered according to law, the business scope of the company:
Manufacturing and sales of refrigeration and air conditioning equipment, compressors and generator sets; Manufacturing of metal pressure vessels; Pressure vessel design (class I pressure vessel, class II low and medium pressure vessel); Pressure pipeline design (GC2 and GC3); Penstock installation (grade GC2); Installation, commissioning and maintenance services of refrigeration equipment and environmental protection equipment; R & D and technical consultation of refrigeration equipment; Fabrication and installation of steel structure, anti-corrosion and thermal insulation works; Foreign trade; Sales of Wujinjiaodian, chemical products (excluding dangerous chemicals and precursor chemicals), electromechanical equipment and metal materials. (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 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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company will be centrally deposited in China Securities Depository and Clearing Co., Ltd. in accordance with relevant regulations.
Article 19 the promoters of the company and their subscribed shares and shareholding ratio are as follows:
Serial no. Name of initiator shareholding ratio of subscribed shares (10000 shares)
Lin Rujie
01 4910.40 40.92%
(ID card 350182196810012474)
02 Chen Sheng 1509.60 12.58%
03 Chen Cunzhong 1131.60 9.43%
04 Zhao Jianguang 477.60 3.98%
05 Lin Chengming 368.40 3.07%
06 Chen Liang 300.00 2.50%
07 Li Wenjun 288.00 2.40%
08 Jia Guobiao 288.00 2.40%
09 Yeling 288.00 2.40%
10 Shanghai Kebao Equity Investment Co., Ltd. 288.00 2.40%
11 Zhang Xusheng 240.00 2.00%
12 Hongjin film 240.00 2.00%
Zhangjiagang Zhongke Huixin Venture Capital Co., Ltd. 230.40 1.92%
Lin Rujie
14 210.00 1.75%
(ID card 3501031965 06010153)
15 Shi dongkai 192.00 1.60%
16 Beijing Dedao Education Technology Co., Ltd. 192.00 1.60%
17 Du Xiangdong 192.00 1.60%
18 Lin Guojun 189.60 1.58%
19 Gaocheng 127.20 1.06%
20 Zheng Zhishu 120.00 1.00%
21 Lin Changlong 76.80 0.64%
22 Lin Yunzhen 63.60 0.53%
23 Zhu Youxin 57.60 0.48%
24 Wei Deqiang 19.20 0.16%
25 total 12000.00 100.00%
The way of capital contribution is that all the promoters of the company contribute with the audited net assets of the former Changle Snowman refrigeration equipment Co., Ltd. held by them as of May 31, 2009. The time of capital contribution is to pay in full when the company is established.
Article 20 the total number of shares of the company is 772602178, and the capital structure of the company is 772602178 ordinary shares without other types of shares.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company 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;
(V) 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 company’s registered capital 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 may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders.
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) 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 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where 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 shall be carried out through public centralized trading.
Article 26 the company acquires shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association
