冰山B(200530):公司章程（待2025年第一次临时股东大会审议，英文）
原标题:冰山B:公司章程（待2025年第一次临时股东大会审议，英文） ARTICLES OF ASSOCIATION OF Bingshan Refrigeration & Heat Transfer Technologies Co.,Ltd. It will come into effect after being reviewed at st 1 Extraordinary Shareholders’ General Meeting of 2025 [English translation for reference only. Should there be any inconsistence between the Chinese and English version, then the Chinese version should prevail.] CONTENTS Chapter 1 General Provisions…………………………………………………3 Chapter 2 Objectives, Scope of Business and Method of Operation……. ….4 Chapter 3 Registered Capital, Share and Share Certificates……….…….5 Chapter 4 Shareholders……………………………………………………...….11 Chapter 5 General Meeting………………………………………………….…15 Chapter 6 Board of Directors……………..……………………………………25 Chapter 7 Special Committees of the Board of Directors…………………………35 Chapter 8 Business Management Structure……………………..……………36 Chapter 9 Labour and Personnel Management…………………..………….38 Chapter 10 Finance, Accounting and Auditing……………………………39 Chapter 11 Profits Distribution…………………………………………….41 Chapter 12 Merger and Division…………………………………………44 Chapter 13 Dissolution and Liquidation……………………………………45 Chapter 14 Disclosure of Information…………………………………….47 Chapter 15 Amendment of the Articles of Association………………..47 Chapter 16 Supplementary Provisions……………………………………48 Chapter 1 General Provisions Article 1. 1 Principles of the Articles of Association Pursuant to the "Company Law of the People's Republic of China" (the "Company Law") ,the Securities Law of the People's Republic of China (the “Securities Law”) and other relevant laws, rules and regulations, the Articles of Association are prepared with a view to establishing the legal status of Bingshan Refrigeration & Heat Transfer Technologies Co.,Ltd. (the "Company"), regulating the operations, management, organization and activities of the Company, and protecting the legal interests of the Company, shareholders, employees and creditors. Article 1.2 Name, Address and Legal Representative of the Company The registered Chinese name of the Company is: 冰山冷热科技股份有限公司 The English name of the Company is: Bingshan Refrigeration & Heat Transfer Technologies Co.,Ltd. The address of the Company is: 106 East Road of Liaohe, Dalian City Economic and Technological Development Zone with postcode 116630 The Chairman of the Company shall be the legal representative of the Company. Where a director who serves as the legal representative resigns, it shall be deemed that he or she has simultaneously resigned as the legal representative. If the legal representative resigns, the Company will determine a new legal representative within 30 days from the date of the legal representative's resignation. The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company. The restrictions imposed by this charter or the shareholders' meeting on the powers of the legal representative shall not be enforceable against a bona fide counterparty. Where the legal representative causes damage to others in the course of performing his duties, the Company shall bear civil liability. After a Company assumes civil liability, it may, in accordance with the law or the provisions of these articles of association, seek compensation from the legal representative who is at fault. Article 1. 3 Method of Establishing the Company The Dalian Bingshan Group Company acted as the promoter pursuant to the document No. (1993)7 issued by the Dalian Economic System Reform Committee, converted the stated-owned assets in Dalian Refrigeration Factory into state shares as authorized by the Dalian State-owned Assets Administration Bureau, and then set up the Company by way of a initial public offer of legal person shares, public individual shares and employee shares with the approval of the China Securities Regulatory Commission. The Company was registered with the Dalian Administrative Bureau For Industry and Commerce on 18th December, 1993 and obtained a business license No. 24236130-0. Article 1. 4 Form of the Company The Company takes the form of a Company limited by shares, i.e. the entire capital of the Company is divided into shares with equal nominal value and the liability of a shareholder to the Company is limited to the nominal value of the shares held by the shareholder. The Company commits its entire assets to assume its liabilities. Article 1. 5 Legal Status of the Company The Company possesses the status of an independent legal person. The laws of the People's Republic of China (the "PRC") govern the Company's activities and protect the legal rights and interests of the Company. The Company shall enjoy exclusive proprietary rights over the assets injected into the Company by the shareholders (including the State). The Company shall have independent autonomy over its operation, management and financial budget, and shall enjoy civil rights and assume civil liabilities in accordance with the laws. Article 1.6 Principle of Purchasing Shares in the Company The Company shall ensure that the shares in the Company are purchased voluntarily and that the same rights in relation to the sharing of profits and the assumption of risks shall attach to shares of the same class. Article 1.7 External Investment The Company has the right to invest in other limited companies or joint stock companies and assumes liabilities as limited by the amount of investment. The Company shall not become a shareholder with unlimited liability of any profit-making organizations. Article 1.8 External guarantee The Company cannot guarantee for any entity without legal personality or personal. When a Company provides a guarantee, it shall not only be approved by more than half of all the directors, but also be approved by more than two-thirds of the directors present at the board meeting and a resolution shall be made, and the guarantee shall be disclosed to the public in a timely manner. The following external guarantee acts of the Company shall be subject to the approval of the shareholders' meeting: (1) Any guarantee provided by the Company and its wholly-owned subsidiaries after the total amount of external guarantees exceeds 50% of the latest audited net assets; (2) Any guarantee provided by the Company after the total amount of its external guarantees exceeds 30% of the latest audited total assets; (3) Guarantees provided by the Company to others within one year exceeding 30% of the Company's latest audited total assets; (4) Guarantees provided for guarantee objects with a debt-to-asset ratio exceeding 70%; (5) Guarantees with a single guarantee amount exceeding 10% of the latest audited net assets; (6) Guarantees provided to shareholders, actual controllers and their related parties. Article 1.9 Term of Operation The Company is deemed to be a joint stock Company with a going concern except in the cases as described in Chapter 12 and Chapter 13. Article 1. 10 Legal Effect of the Articles of Association The Articles of Association are the rules of highest authority for the Company's organization and activities and shall be legally binding on the Company, the Company's shareholders, directors and general manager. As the Articles of Association are a public legal document, any acts of subscribing for the shares of the Company (whether the shares of the Company can be legally and successfully obtained or not) shall be considered to have the legal effect that: the person subscribing for the Company's shares has voluntarily accepted all the terms and conditions, and the binding effect of the Articles of Association on him without reservation. Chapter 2 Objectives, Scope of Business and Method of Operation Article 2.1 Objectives of the Company The objectives of the Company are: to follow the trend of the development of a socialist market economy; to implement scientific management; to fully utilize the existing human resources, financial resources and material resources to enable a stable and rapid development of the Company; to promote actively the development in refrigeration, air-conditioning and other businesses of the Company; to protect and increase its asset value; to safeguard the legal rights and interests of all shareholders to enable them to receive a satisfactory return on their investments. Article 2.2 Scope of Business The scope of business of the Company is as follows: Research and development, design, manufacture, sale, lease, installation and maintenance of refrigeration and heating equipment, auxiliary equipment, accessories and energy-saving and environmental protection products; Technical service, Technical consultation and Technical popularization; Design, construction, installation, repair and maintenance of complete sets of refrigeration and air conditioning works, mechanical and electrical installation works, steel structure works, anti-corrosion and heat preservation works; Housing lease; General cargo transport; Property management; Low temperature storage; Import and export of goods and technologies. (with the exception of projects subject to approval according to law, the Company shall independently carry out business activities according to law by virtue of its business license) Article 2.3 Mode of Operation The modes of operation of the Company include processing, manufacturing, wholesale, retail import and export, investment, selling agency, buying agency, leasing and servicing. As required by the business development of the Company, with the approval of the relevant government departments, the Company may establish joint ventures with domestic and foreign companies, or set up branches, representative offices or agency organizations within or outside the PRC. Article 2.4 Adjustment of the Scope of Business and the Mode of operation As required by the changing conditions of the market and the business development of the Company, the Company may adjust its business scope and operation mode. If the business scope and the operation mode is adjusted, the Articles of Association shall be amended accordingly and the amended Articles of Association shall be registered with the companies registration authority. If the business scope adjusted falls within the category of restricted business under the laws and regulations of the PRC, the approval of the relevant government departments shall be obtained. Chapter 3 Registered Capital, Share and Share Certificates Article 3.1 Registered Capital The registered capital of the Company shall be the total paid up capital of RMB 843,212,507. Article 3.2 Division of Registered Capital The total registered capital of the Company shall be divided into shares with equal nominal value 1 for which share certificates shall be issued. The Company has in issue 843,212,507shares in total, with a par value of RMB1.00 each. Article 3.3 Types and Composition of Registered Capital The shares issued by the Company are all ordinary shares. The shares of the Company are divided into Renminbi ordinary shares and domestically listed foreign investment shares. All these stocks are put on trust to China Securities Registry & Settlement Co., Ltd. Shenzhen Branch. Renminbi ordinary shares ("A Shares ") shall be held by legal persons or other organisations registered in the PRC, natural persons of PRC nationality, or entities stipulated by the laws of the PRC or approved by the relevant government authorities of the PRC. A Shares comprise State shares, legal person shares and public individual shares. Domestically listed foreign investment shares ("B Shares") shall be held by natural persons, legal persons, and other organizations of foreign countries; legal persons, natural persons and other organizations of Hong Kong, Macau and Taiwan; PRC nationals residing overseas or eligible domestic investors as stipulated by the Securities Committee of the State Council. The structure of the issued share capital of the Company is as follows: Type of shares Number of shares Renminbi ordinary shares 601,712,507 Domestically listed foreign investment shares 241,500,000 Article 3.4 Contribution of Share Capital Shareholders may, in accordance with the provisions of the Articles of Association and the PRC laws, make capital contributions to the Company in form of cash or by means of injection of tangible assets such as buildings, factories, machinery equipment or intangible assets such as industrial property rights, non-patented technologies and land use rights, in exchange for the shares of the Company. A good legal title held by the shareholders over the assets to be injected shall be a pre-requisite to the injection of assets in exchange for the shares of the Company. In addition I such injection of assets in exchange for the Company's shares shall comply with the Company Law and any conditions imposed by the Board of Directors of the Company. Article 3.5 Limitations on the Holding of Shares Any investor who comes to hold 5 percent of the shares issued by the Company directly or indirectly shall, within three days from the date on which such shareholding becomes a fact, submit a written report to China Securities Regulatory Committee and Shenzhen Stock Exchange, notify the Company and make the fact known to the general public. Once an investor holds 5 percent of the shares issued by the Company, he shall, pursuant to the provisions of the preceding paragraph, report and make announcement of each 5 percent increase or decrease in the proportion of the issued shares he holds of the Company through securities trading on a stock exchange. During the reporting period, and for two days after the report and announcement are made, the investor may not continue to purchase or sell shares of the Company. However, where the amount of shares held by an investor exceeds the abovementioned limitation of 5 per cent as a result of a decrease in the total number of shares of the Company, the above restrictions will not apply. Shareholders, directors and senior management personnel holding more than 5% of the Company's shares who sell the Company's stocks or other securities with equity nature they hold within six months from the date of purchase, or who buy them again within six months from the date of sale, the gains therefrom shall belong to the Company, and the Company's board of directors shall recover the gains therefrom. However, this does not apply to securities companies that hold more than 5% of the shares due to underwriting the remaining shares after purchase, as well as other circumstances stipulated by the China Securities Regulatory Commission. The stocks or other securities with equity nature held by directors, senior management personnel and natural person shareholders as mentioned in the preceding paragraph include those held by their spouses, parents and children or held through others' accounts. If the board of directors of the Company fails to act in accordance with the provisions of the third paragraph of this article, shareholders have the right to demand that the board of directors act within 30 days. If the board of directors of the Company fails to execute within the aforesaid period, shareholders have the right to directly file a lawsuit with the people's court in their own names for the benefit of the Company. Where the board of directors of a Company fails to act in accordance with the provisions of the third paragraph of this Article, the directors who are responsible shall bear joint and several liability in accordance with the law. Article 3.6 Share Issue The Company's shares are in the form of stocks. When a Company issues new shares, all the subscription fees must be paid in full at one time. Once shares are subscribed, they cannot be withdrawn. The issuance of Company shares shall be carried out in accordance with the principles of openness, fairness and impartiality. Each share of the same category has the same rights. Shares of the same category issued at the same time have the same issuance conditions and prices per share. Each share subscribed by the subscriber shall be paid at the same price. Article 3.7 Form and Registration of Share Certificates The issued share capital of the Company takes the form of share certificates which constitute the written evidence of the respective shareholdings of the shareholders, and are issued and signed by the Company. The Company uses the register of shareholders registered by the securities registration authorities as the evidence of the existing shareholdings. Registration records in the register of shareholders shall be conclusive evidence for such shareholdings. Article 3.8 Transfer and Trading of Shares The shares of a Company shall be transferred in accordance with the law. Shares issued by the Company before its public offering of shares shall not be transferred within one year from the date when the Company's stocks are listed and traded on the stock exchange. Directors and senior management personnel of the Company shall, during their tenure, regularly report to the Company the shares they hold in the Company and any changes thereto. During the tenure determined at the time of taking office, the number of shares they transfer each year shall not exceed 25% of the total number of shares of the same category they hold in the Company. The shares held in the Company shall not be transferred within one year from the date when the Company's stocks are listed and traded. The above-mentioned personnel shall not transfer the shares they hold in the Company within six months after their resignation. Article 3.9 Gift, Pledge and Succession of Shares The Company's shareholders may transfer the shares of the Company held by them by way of gift, pledge and succession in accordance with the laws and regulations. Any transfer of the Company's shares by way of gift and succession shall be registered with the statutory registration authorities upon presentation of valid and enforceable legal documents. A mortgage over the Company's shares shall be registered with the registration authorities as required by the laws and regulations. The Company shall not accept any pledge the subject of which are the Company's shares. Article 3.10 Amalgamation and Division of Shares As required by the production, operation and development of the Company, the Company may, subject to the proposal of the Board of Directors and the resolutions passed at a general meeting, amalgamate or divide the Company's shares in a specified ratio. Article 3.11 Increase of Issued Share Capital As required by business development of the Company, the Company may, subject to the proposal of the Board of Directors, the passing of a resolution by shareholders at a general meeting and the approval of the relevant government departments, increase the Company's issued share capital by the followings means: 1. Issue shares to unspecified objects; 2. issuing shares in a non-public manner; 3. bonus issue to the existing shareholders; or 4. other methods as prescribed by laws, administrative regulations and the China Securities Regulatory Commission. Article 3.12Other Classes of Shares Where necessary, the Company may, subject to the proposal of the Board of Directors, the passing of a resolution by shareholders at a general meeting and the approval of the relevant government departments, issue preference shares or other classes of shares and corporate bonds (including but not limited to convertible bonds). Where preference shares or other classes of shares and corporate bonds are issued, in addition to the compliance with the relevant laws and regulations, the shareholders at general meeting shall lay down clear regulations to govern the rights and obligations of the holders of such securities, and the Articles of Association shall also be amended accordingly subject to the passing of relevant resolutions at the general meeting. Article 3.13 Reduction of Registered Capital In accordance with the laws, regulations and the provisions of the Articles of Association, the Company may reduce its registered capital. In the event that the Company reduces its registered capital, a balance sheet and a list of properties shall be prepared. The Company shall notify its creditors within ten days from the date of making the resolution to reduce its registered capital and make an announcement in the newspapers as stipulated in Chapter 14 of these Articles of Association or on the National Enterprise Credit Information Publicity System within thirty days. Creditors have the right to demand that the Company settle its debts or provide corresponding debt repayment guarantees within 30 days from the date of receiving the notice, or within 45 days from the date of the announcement if they have not received the notice. After the Company has made up for its losses in accordance with the second paragraph of Article 10.11 of these Articles of Association, if it still has losses, it may reduce its registered capital to make up for the losses. Where the registered capital is reduced to make up for losses, the Company shall not distribute it to the shareholders, nor shall it relieve the shareholders of their obligation to pay the capital contribution or share price. Where the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of the second paragraph of 3.13 of these Articles of Association shall not apply. However, an announcement shall be made within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital in the newspapers as prescribed in Chapter 14 of these Articles of Association or the National Enterprise Credit Information Publicity System. After a Company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the accumulated amount of the statutory reserve fund and the discretionary reserve fund reaches 50% of the Company's registered capital. Where the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds they have received. Where the shareholders' capital contributions are reduced or exempted, the original state shall be restored. Where losses are caused to the Company, shareholders and directors and senior management personnel who are responsible shall bear the liability for compensation. The Company's registered capital after reduction shall not be less than the statutory minimum amount. Article 3.14 Increase the registered capital When a Company issues new shares to increase its registered capital, shareholders do not have the right of first refusal to subscribe, except as otherwise provided in these articles of association or as determined by the shareholders' meeting resolution that shareholders have the right of first refusal to subscribe. Article 3.15 Re-purchase of Shares In the following circumstances, the Company may re-purchase its issued shares in accordance with the procedures prescribed in the Articles of Association or laid down by the stock exchange where the shares are listed and with the approval of the relevant government departments: 1. Cancellation of shares for the reduction of the Company's registered capital; 2. Merger with other companies holding the Company's shares; 3. Applying shares to employee stock ownership plan or equity incentive; 4. There is any shareholder who has objections on the general meeting’s decision for mergence or split of the Company and requests the Company to repurchase his/her shares; 5. Applying shares to convert corporate bonds convertible to stocks issued by listed companies; or 6. The Companies maintains Company value and shareholders' rights and interests. The circumstances referred to in item 6 of the preceding paragraph shall meet one of the following conditions: (1) The closing price of the Company's stock is lower than the net asset value per share in the most recent period; (2) A cumulative decline of 20% in the closing price of the Company's stock for 20 consecutive trading days; (3) The closing price of the Company's stock is less than 50 percent of the highest closing price of the stock in the most recent year; (4) Other conditions stipulated by the CSRC. Except in the above circumstances, the Company does not engage in trading in its stocks. The Company may repurchase shares in one of the following ways: 1. The way of centralized bidding in stock exchanges; 2. The mode of offer; 3. Other ways approved by CSRC. Where the Company purchases its shares under the circumstances specified in items (3), (5) and (6) of paragraph 1 of this article, it shall adopt public centralized trading methods. If the Company touches the conditions specified in paragraph 2 of this Article, the board of directors shall promptly understand whether there are major events and other factors that may have a greater impact on the stock price, take the initiative to communicate and exchange with shareholders, especially minority shareholders, through various channels, and fully listen to the opinions and demands of shareholders on whether the Company should implement share repurchase. Art. 3.16 Disposal of the Repurchased Shares Where the Company purchases its shares under the circumstances of items (1) and (2) of article 3.15 of the Articles of Association, it shall be decided by the Board of directors in accordance with law and submitted to the general meeting of shareholders for deliberation and approval by more than two-thirds of the voting rights held by the shareholders present at the meeting. Where the Company purchases its shares under the circumstances specified in items (3), (5) and (6) of article 3.15 of the Articles of Association, the decision of the board meeting attended by more than two-thirds of the directors shall be adopted. Where the Company purchases its shares in accordance with article 3.15 of the Articles of Association, if it belongs to the case of item (1), it shall cancel them within 10 days from the date of acquisition; if it belongs to items (2) and (4), it shall transfer or cancel them within 6 months; if it belongs to items (3), (5) and (6), the total number of shares held by the Company shall not exceed the number of 10% of the total shares the Company has issued, and shall transfer or cancel them within three years after disclosing the results of repurchase and the announcement of changes in shares. After the acquisition of the Company's shares, the Company shall fulfill its obligation of information disclosure in accordance with the provisions of the Securities Law. The par value of the cancelled shares shall be reduced from the registered capital of the Company. Article 3.17 Financial Assistance A Company or its subsidiaries (including affiliated enterprises) shall not provide financial assistance to others in obtaining shares of the Company or its parent Company in the form of gifts, advances, guarantees, loans, etc., except where the Company implements an employee stock ownership plan. For the benefit of the Company, upon the resolution of the shareholders' meeting or the resolution made by the board of directors in accordance with these articles of association or the authorization of the shareholders' meeting, the Company may provide financial assistance for others to acquire the shares of the Company or its parent Company, but the cumulative total amount of financial assistance shall not exceed 10% of the total issued share capital. The resolution of the board of directors shall be passed by more than two-thirds of all the directors. Article 3.18 Registration of Changes When the increase or reduction of the Company's registered capital is subject to approval. such approval shall be sought from the approving authorities and the increase or reduction must be registered with the companies registration authorities. Chapter 4 Shareholders Article 4.1 Shareholders The Company establishes a register of shareholders based on the certificates provided by the securities registration and settlement institution. The register of shareholders is sufficient evidence to prove that shareholders hold shares in the Company. Shareholders enjoy rights and undertake obligations in accordance with the category of shares they hold. Shareholders holding shares of the same category enjoy the same rights and bear the same obligations. Article 4.2 Shareholders' rights The shareholders of the Company's ordinary shares shall be entitled to the following rights: 1. to receive dividends and benefits in other forms on their shares; 2. to request, convene, preside or attend the general meetings of the Company in person or by proxy and exercise the rights to vote; 3. to conduct supervision, give suggestions and make queries in respect of the operation and financial management of the Company; 4. to transfer the shares held by them by way of transfer, gift or mortgage in accordance with the relevant laws and regulations and the Articles of Association; 5. Review and copy the Company's articles of association, register of shareholders, minutes of shareholders' meetings, resolutions of the board of directors, and financial accounting reports; Shareholders who meet the regulations may review the Company's accounting books and accounting vouchers; 6. to be entitled to the net assets of the Company in proportion to their shareholdings in the event that the Company becomes insolvent and is wound up; 7. to require the Company to acquire their shares for those shareholders who object to resolution on the merger and separation of the Company made by the shareholders’ general meeting; 8. to enjoy other rights as stipulated by the relevant laws and regulations and the Articles of Association. Shareholders who request to review and copy relevant materials of the Company shall abide by the provisions of laws and administrative regulations such as the Company Law and the Securities Law. Shareholders who have held 3% or more of the Company's shares either individually or collectively for more than 180 consecutive days may request to review the Company's accounting books and accounting vouchers, but they shall submit a written request to the company, stating the purpose. If the Company has reasonable grounds to believe that shareholders' review of accounting books and accounting vouchers has improper purposes and may harm the Company's legitimate interests, it may refuse to provide the review and shall reply in writing to the shareholders within 15 days from the date of their written request, explaining the reasons. Where a shareholder requests to review and copy relevant materials of a wholly-owned subsidiary of the Company, the provisions of Item 5 of the first paragraph and Paragraphs 2 and 3 of this Article shall apply. If the resolutions of the shareholders' meeting or the board of directors of a Company violate laws or administrative regulations, shareholders have the right to request the people's court to determine them invalid. If the convening procedures or voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or these articles of association, or if the content of the resolution violates these articles of association, shareholders have the right to request the people's court to revoke it within 60 days from the date of the resolution. However, this does not apply if the convening procedures or voting methods of shareholders' meetings or board meetings have only minor flaws that do not have a substantive impact on the resolution. Where the board of directors, shareholders and other relevant parties have disputes over the validity of the resolution of the shareholders' meeting, they shall promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as a resolution to revoke, the relevant parties shall implement the resolution of the shareholders' meeting. The Company, its directors and senior management personnel shall earnestly perform their duties to ensure the normal operation of the Company. Where the people's court makes a judgment or ruling on relevant matters, the Company shall fulfill the obligation of information disclosure in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the enforcement after the judgment or ruling takes effect. Where corrections to previous matters are involved, they will be handled promptly and the corresponding information disclosure obligations will be fulfilled. Where any of the following circumstances occurs, the resolution of the shareholders' meeting or the board of directors of the Company shall not be established: (1) No shareholders' meeting or board meeting was held to make a resolution; (2) The shareholders' meeting and the board of directors did not vote on the resolution matters. (3) The number of attendees at the meeting or the number of voting rights held does not reach the number of attendees or the number of voting rights held as stipulated in the Company Law or these articles of association; (4) The number of people who agree to the resolution matters or the number of voting rights they hold does not reach the number of people or the number of voting rights stipulated in the Company Law or these articles of association. Where the Audit Committee or the board of directors refuses to file a lawsuit after receiving a written request from a shareholder as prescribed in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receiving the request, or where the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the Company's interests, the shareholder as prescribed in the preceding paragraph has the right to file a lawsuit directly with the people's court in his or her own name for the benefit of the Company. Where directors or senior management personnel other than members of the Audit committee violate laws, administrative regulations or the provisions of these articles of association in the course of performing their duties for the Company and cause losses to the Company, shareholders who have held 1% or more of the Company's shares for a continuous period of 180 days or more have the right to request the Audit committee in writing to file a lawsuit with the people's court. If members of the Audit committee violate laws, administrative regulations or the provisions of these articles of association in the course of performing their duties for the Company, causing losses to the Company, the aforementioned shareholders may request the board of directors in writing to file a lawsuit with the people's court. Where the Audit Committee or the board of directors refuses to file a lawsuit after receiving a written request from a shareholder as prescribed in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receiving the request, or where the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the Company's interests, the shareholder as prescribed in the preceding paragraph has the right to file a lawsuit directly with the people's court in his or her own name for the benefit of the Company. Where others infringe upon the legitimate rights and interests of the Company and cause losses to it, shareholders who have held 1% or more of the Company's shares for a continuous period of 180 days or more may file a lawsuit with the people's court in accordance with the provisions of the preceding two paragraphs. If the directors, supervisors or senior management personnel of the Company's wholly-owned subsidiary violate laws, administrative regulations or the provisions of these articles of association in the course of performing their duties for the Company, causing losses to the Company, or if others infringe upon the legitimate rights and interests of the Company's wholly-owned subsidiary and cause losses, or if shareholders have held 1% or more of the Company's shares alone or collectively for more than 180 consecutive days, One may, in accordance with the first three paragraphs of Article 189 of the Company Law, request in writing the supervisory board or the board of directors of a wholly-owned subsidiary to file a lawsuit with the people's court, or directly file a lawsuit with the people's court in one's own name. Article 4.3 Shareholders' Obligations Shareholders holding ordinary shares shall perform the following obligations: 1. Comply with the provisions of laws, administrative regulations and this charter; 2. Pay the share capital in accordance with the shares subscribed and the method of contribution; 3. Except for the circumstances stipulated by laws and regulations, its share capital shall not be withdrawn. 4. Shareholders shall not abuse their rights to harm the interests of the Company or other shareholders. The independent legal status of the Company and the limited liability of shareholders shall not be abused to harm the interests of the Company's creditors. 5. Other obligations that should be undertaken as stipulated by laws, administrative regulations and these articles of association. Where a shareholder of a Company abuses his shareholder rights and causes losses to the Company or other shareholders, he shall bear the liability for compensation in accordance with the law. Where shareholders of a Company abuse the independent legal status of the Company and the limited liability of shareholders to evade debts and seriously damage the interests of the Company's creditors, they shall bear joint and several liability for the Company's debts. Article 4.4 Behavior of controlling shareholders and Actual controller The controlling shareholders and actual controllers of a Company shall exercise their rights and fulfill their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, and safeguard the interests of the listed Company. The controlling shareholders and actual controllers of a Company shall abide by the following provisions: Exercise shareholder rights in accordance with the law, and do not abuse control rights or use related-party relationships to damage the legitimate rights and interests of the Company or other shareholders. 2. Strictly fulfill the public statements and all commitments made, and do not change or exempt them without authorization. 3. Strictly fulfill the obligation of information disclosure in accordance with relevant regulations, actively and proactively cooperate with the Company to do a good job in information disclosure, and promptly inform the Company of major events that have occurred or are about to occur. 4. No Company funds shall be occupied in any way. 5. It is prohibited to force, instruct or require the Company and relevant personnel to provide guarantees in violation of laws and regulations. 6. It is prohibited to seek personal gain by taking advantage of the Company's non-public material information, to disclose any non-public material information related to the Company in any way, and to engage in insider trading, short-term trading, or manipulation before and after the revision Illegal and irregular behaviors such as market manipulation; 7. No legitimate rights and interests of the Company and other shareholders shall be infringed upon through any means such as non-fair related-party transactions, profit distribution, asset reorganization, or external investment. 8. Ensure the integrity of the Company's assets, the independence of personnel, finance, institutions and business, and do not affect the Company's independence in any way. 9. Other provisions of laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the stock exchange and these articles of association. Where the controlling shareholder or actual controller of a Company instructs a director or senior management personnel to engage in acts that harm the interests of the Company or its shareholders, he or she shall bear joint and several liability with such director or senior management personnel. Where a controlling shareholder or actual controller pledges the Company's stocks he or she holds or actually controls, he or she shall maintain the control of the Company and the stability of its production and operation. Where the controlling shareholder or actual controller transfers the shares they hold in the Company, they shall abide by the restrictive provisions on share transfer as stipulated in laws, administrative regulations, the China Securities Regulatory Commission and the stock exchange, as well as the commitments they have made regarding the restriction of share transfer. Article 4.5 The Composition of the Register of Shareholders The Company shall keep a complete register of its shareholders. The register of shareholders shall be registered by the securities registration authorities. Article 4.6 Registration Day of Shareholding Where the Company convenes a general meeting) distributes dividends) goes into liquidation or engages in other acts which require confirmation of shareholder status, the Board of Directors shall fix a day as a reference date for registration of shareholdings for confirmation purposes. At the close of such registration day) shareholders whose names appear on the register of shareholders shall be deemed to be the shareholders of the Company. The interval between the date of equity registration and the date of meeting shall be not more than 7 working days. Once the date of equity registration is confirmed, it shall not be altered. Chapter 5 General Meeting Article 5.1 General Meeting All the shareholders of the Company who are entitled to exercise their rights and powers of the Company in general meetings have the highest authority according to the Company Law and the Articles of Association. Article 5.2 Annual General Meeting and Extraordinary General Meeting A general meeting shall be either an annual general meeting or an extraordinary general meeting. The general meeting shall be held at a designated place in a manner of on-site meeting. The Company will also provide shareholders with the network facilities.Any shareholder, who attends the general meeting in one of the above manners, shall be regarded as his/her presence. The general meeting on site shall not end up until the meeting in the network manner ends up. The general meeting shall be held at the location of the Company or other locations specified in the meeting notice. Article 5.3 Annual General Meeting The annual shareholders' meeting shall be held once a year and shall be held within six months after the end of the previous fiscal year. At the annual shareholders' meeting, the board of directors shall report to the shareholders' meeting on its work in the past year. Each independent director should also make a report on their duties. Article 5.4 Extraordinary General Meeting An extraordinary general meeting shall be convened within 2 months of the occurrence of any of the following events: 1.When the number of directors is less than the number stipulated in the Company Law or less than two-thirds of the number stipulated in the Company's articles of association (9 persons); 2. When the Company's unremedied losses reach one-third of its total share capital; 3. When shareholders who hold 10% or more of the Company's shares either individually or collectively (including preferred shares with restored voting rights, etc.) request; 4. When the board of directors deems it necessary; 5. When the Audit Committee proposes to convene; 6. Other circumstances as prescribed by laws, administrative regulations, departmental rules or these articles of association. Shareholders who hold 10% or more of the Company's shares either individually or collectively (including preferred shares with restored voting rights, etc.) and request the board of directors to convene a temporary shareholders' meeting shall submit a written application to the board of directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations and these articles of association, provide a written feedback within ten days after receiving the request, indicating whether it agrees or disagrees to convene a temporary shareholders' meeting. If the board of directors agrees to convene a temporary shareholders' meeting, it shall issue a notice of the shareholders' meeting within five days after making the resolution of the board of directors. Any changes to the original request in the notice shall be subject to the consent of the relevant shareholders. If the board of directors does not agree to convene a temporary shareholders' meeting or fails to respond within ten days after receiving the request, shareholders who hold 10% or more of the Company's shares (including preferred shares with restored voting rights, etc.) either individually or collectively, and propose to the Audit committee to convene a temporary shareholders' meeting, shall submit a written request to the Audit committee. If the Audit committee agrees to convene a temporary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within five days after receiving the request. Any changes to the original request in the notice shall be subject to the consent of the relevant shareholders. If the Audit committee fails to issue a notice of the shareholders' meeting within the prescribed period, it shall be deemed that the Audit committee does not convene and preside over the shareholders' meeting. Shareholders who have held 10% or more of the Company's shares (including preferred shares with restored voting rights, etc.) individually or collectively for more than 90 consecutive days may convene and preside over the meeting on their own. With the consent of more than half of all independent directors, independent directors have the right to propose to the board of directors to convene a temporary shareholders' meeting. In response to the proposal of an independent director to convene an extraordinary shareholders' meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and these articles of association, provide a written feedback within ten days after receiving the proposal, indicating whether it agrees or disagrees to convene an extraordinary shareholders' meeting. If the board of directors agrees to convene a temporary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within five days after making the resolution of the board of directors. If the board of directors does not agree to convene a temporary shareholders' meeting, it shall explain the reasons and make an announcement. When the Audit Committee proposes to the board of directors to convene a temporary shareholders' meeting, it shall submit the proposal in writing to the board of directors. The board of directors shall, in accordance with the provisions of laws, administrative regulations and these articles of association, provide a written feedback within ten days after receiving the proposal, indicating whether it agrees or disagrees to convene a temporary shareholders' meeting. If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of the shareholders' meeting within five days after making the resolution of the board of directors. Any changes to the original proposal in the notice shall be subject to the consent of the Audit Committee. （未完）  |