冰山B(200530):公司章程（2023年度股东大会审议通过，英文）
原标题:冰山B:公司章程（2023年度股东大会审议通过，英文） ARTICLES OF ASSOCIATION OF Bingshan Refrigeration & Heat Transfer Technologies Co.,Ltd. Approved by 2023 Shareholders’ General Meeting [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……………………………………………………...….10 Chapter 5 General Meeting………………………………………………….…12 Chapter 6 Board of Directors……………..……………………………………20 Chapter 7 Supervisory Board…………………………………………………29 Chapter 8 Business Management Structure……………………..……………31 Chapter 9 Labour and Personnel Management…………………..………….33 Chapter 10 Finance, Accounting and Auditing……………………………34 Chapter 11 Profits Distribution…………………………………………….36 Chapter 12 Merger and Division……………………………………………38 Chapter 13 Dissolution and Liquidation……………………………………39 Chapter 14 Disclosure of Information…………………………………….41 Chapter 15 Amendment of the Articles of Association………………..42 Chapter 16 Supplementary Provisions……………………………………43 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") 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 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. 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 Article 1.8 External guarantee The Company cannot guarantee for any entity without legal personality or personal. The procedure for approving guarantee issuance of the Company: the Company’s issuing any guarantee must be approved by the general shareholders meeting or the Board of Directors of the Company. Issuing any guarantee with the guaranteed amount accounting for less than 10% of the Company’s net assets audited recently shall be approved by 2/3 of the total directors of the Board. Any guarantee issuance with the guaranteed amount accounting for 10% or more of the Company’s net assets audited recently shall be approved by the general shareholders meeting of the Company. The Company guarantee for the controlling shareholder and other related party must review and approval by the general meeting of shareholders, the Company shall provide guarantees to the guarantors whose asset-liability ratio exceeds 70%, which shall be approved by the general meeting of shareholders. Any guarantee after the total amount of external guarantees provided by the Company and its holding subsidiaries reaches or exceeds 50% of the audited net assets as at the most recent period end must be approved by the general meeting of shareholders. Any guarantee after the total amount of external guarantees provided by the Company reaches or exceeds 30% of the audited total assets as at the most recent period end must be approved by the general meeting shareholders. The credit standing requirement for guaranteed objects: the bank credit rating shall not be lower than AA and the asset-liability ratio not higher than 70%. 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, supervisors, and general manager and other senior managing staff. 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 other 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. If the shareholder described in the preceding paragraph sells , within six months of purchase, the shares he holds of the Company or repurchases the shares within six months after selling the same , the earnings so obtained by the shareholder shall belong to the Company and be recovered by the Board of Directors of the Company . However, a securities company that has a shareholding of not less than 5 percent due to purchase of the remaining shares not he capacity of a company that underwrites as the sole agent shall not be subject to the restriction of six months when selling the said shares. The provision of the preceding paragraph is suitable for directors, supervisors, general manager, and other senior mangers of the Company. In this Article, shares are deemed to be indirectly held by an individual or a legal person if the shares are held by the companies, beneficially owned by an individual or by the affiliates of the legal persons, or under the control of an individual or a legal person although held by other legal entities. Article 3.6 Share Issue Payment should be made in full upon subscription for new issued shares. Once subscribed, the shares cannot be returned. The principles of openness, fairness and justice shall be observed in the issue of the Company's shares and the same rights, dividends I share of profits and assumption of risks shall attach to shares of the same class. The issue conditions and issue price for the shares under the same issue shall be the same. Shares may be issued at a par value or at a premium but shall not be issued at a discount. General meetings shall resolve the following matters when the Company intends to issue new shares: 1. type and number of the new shares; 2. placing price of the new shares; 3. type and number of the new shares to be issued to the existing shareholders. 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 Shareholders holding the Renminbi ordinary shares and domestically listed foreign investment shares of the Company may, subject to the laws, the trading regulations of the stock exchange on which the Company's shares are listed and other relevant regulations and laws, sell the shares held by them by agreement to other legal persons or natural persons who are legally eligible to hold such shares. However, any transfer of the state-owned shares shall be approved by the state-owned assets administration departments. The placing rights and other derivative rights attached to the shares held by the shareholders of the Company may be transferred and traded in accordance with the relevant laws and regulations. The Company shall only recognize the transferees of registered shares as the Company's shareholders after the names and addresses of the transferees have been recorded in the register of shareholders and verified by the statutory registration authorities. The Company’s directors, supervisors, general manager and other senior management members shall regularly declare to the Company their shareholdings in the Company and any changes during their tenure of office, and any share transfer by a director, supervisor, general manager or senior management member shall not exceed 25% of the total shares held by him/her in the Company each year during his/her tenure of office. Any shares of the Company held by them are prohibited being transferred within one year from the shares are listed and traded. Anyone above-mentioned shall not transfer his/her held shares of the Company within six months from his/her demission. The shares held by the promoter of the Company shall not be transferred within one year from the date of establishment of the Company. Article 3.9 Gift, Mortgage and Succession of Shares The Company's shareholders may transfer the shares of the Company held by them by way of gift, mortgage 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 mortgage 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. issuing shares in a public manner; 2. issuing shares in a non-public manner; 3. bonus issue to the existing shareholders; or 4. other methods in compliance with the relevant laws and regulations. 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 inform the creditors of its decision to reduce the registered capital within ten days since such a decision is made, and announce it on the newspapers specified in Art. 14 of the Articles of Association within 30 days. The creditors shall have the right to ask the Company to pay off the debits or provide appropriate guarantees for paying off the debts within 30 days from receiving the notice or within 45 days from the date of announcement if he/she does not receive the notice. The Company's registered capital after reduction shall not be less than the statutory minimum amount. Article 3.14 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 an open and centralized trading method. 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. 3.15 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 The Company and its subsidiaries shall not in any way provide financial assistance to subscribers to subscribe for the Company's shares. The above-mentioned financial assistance refers to any gifts, guarantees, price reductions or advances for the purpose of reducing or exempting the subscribers' payment obligations for subscription of the Company's shares. Where the Company distributes new shares to shareholders in proportion to their shareholdings as a result of capitalization of provident funds or profits in accordance with the laws, the restriction stipulated in this Article shall not apply. 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 Holders of the Company's shares shall be the Company's shareholders. Subject to contrary evidence, the register of shareholders shall be the conclusive evidence of the identities of the Company's shareholders. In accordance with the Articles of Association and the laws and regulations, the shareholders' liabilities to the Company shall be limited to the nominal value of the shares held by them and the shareholders are entitled to the corresponding rights provided by the Articles of Association and the laws and regulations. In the event that any shareholder of the Company is a legal person, its rights shall be exercised by its legal representative or the agent of its legal representative on its behalf. 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. to inspect the Company's Articles of Association, the list of shareholders, the minutes of general meetings, the minutes of the Board of Directors, the minutes of the Board of supervisors, and financial accounting report; 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. For the procedure for convening a general meeting or a meeting of the Board of Directors or the method of voting in violation of the laws, regulations or these Articles of Association, or any resolution in violation of these Articles of Association, the shareholders shall have the right to appeal to the people’s court for cancellation within 60 days from the day when such resolution is adopted. In case of any director or senior management member, who violates the laws and regulations or these Articles of Association in his/her duty and causes loss to the Company, any shareholder(s) who individually or jointly holds 1% or more shares of the Company for a period of continuative 180 days shall have the right to submit the written request to the Board of Supervisors for bringing suit to the people’s court. In case the Board of Supervisors violates the laws and regulations or these Articles of Association in its duty, which causes loss to the Company, any shareholder shall have the right to submit the written request to the Board of Directors for bringing suit to the people’s court. If the Board of Supervisors or Board of Directors refuses to bring suit after receiving the aforementioned written request, or fails to bring suit within 30 days after receiving the request, or fails to bring suit immediately in case of emergency, which may cause irretrievable impairment to the Company’s interest, the aforementioned shareholder(s) shall have the right to bring suit directly to the people’s court in his/her/their name(s) for the Company’s interest. In case any other person infringes the legal rights and interests of the Company, which causes loss to the Company, any shareholder(s) individually or jointly holds 1% or more shares of the Company for a period of continuative 180 days shall have the right to bring suit to the people’s court as stipulated in the above two clauses. In case any director or senior management member violates the laws and regulations or these Articles of Association, which impairs the shareholders’ interest, any shareholder shall have the right to bright suit to the people’s court. Article 4.3 Shareholders' Obligations Shareholders holding ordinary shares shall perform the following obligations: 1. to observe the Articles of Association; 2. to pay up punctually for the shares subscribed in accordance with the method of subscription; 3. to obey and implement resolutions passed at general meetings pursuant to the laws; 4. to disclose certain information when their shareholdings reach the statutory prescribed amount; 5. not to engage in any malicious activities which are detrimental to the interests of the Company; 6. to perform other obligations stipulated in the relevant laws and regulations and the Articles of Association. Article 4.4 Behavior of controlling shareholders The proprietary shareholders and actual controllers of the Company shall have the obligation to be faithful to the company and social public shareholders. The proprietary shareholders should exercise the rights as contributors strictly by law, without detriment to the legal interests of the company and social public shareholders by taking advantage of any associate transaction, profit distribution, assets regrouping, external investment, occupation of funds, financial guarantee, etc. and no detriment to the interests of the company and social public shareholders by taking advantage of the holding position. The controlling shareholder shall 1. strictly abide by the laws and regulations, and the conditions and procedures stipulated in the Articles of Association in nominating candidates of directors and supervisors; 2. not be engaged in any approval for the general meeting's resolutions on personnel election or for the Board of Directors' resolutions on personnel appointment; 3. not appoint or dismiss any senior staff members bypassing the general meeting and the Board of Directors; and 4. not intervene, directly or indirectly, the Company's decision-making and legal production and business activities, and not harm the interests of the Company and other shareholders. Article 4.5 Meaning of Controlling Shareholder The controlling shareholder mentioned in Article 4.4 refers to any person who satisfies any of the following conditions: 1. He can elect more than half of the Board of Directors when acting alone or in concert with other persons; 2. He can exercise or control over 30 per cent of the voting rights of the Company when acting alone or in concert with other persons; 3. He holds over 30 per cent of the issued shares of the Company when acting alone or in concert with other persons; or 4. He has actual control of the Company by any other means when acting alone or in concert with other persons. Article 4.6 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 4.7 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 shareholdings, 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. Article 5.3 Annual General Meeting An annual general meeting shall be held once every year within 6 months after the end of every financial year. The interval between two annual general meetings shall not exceed 15 months. 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. the Board of Directors considers it necessary or if proposed by the Supervisory Board; 2. a written request is made by a shareholder or shareholders holding more than 10 per cent (including 10 per cent) of the issued share capital of the Company; 3. the number of directors falls short by two-thirds of the statutory number or the number stipulated in the Articles of Association; 4. the Company's losses represent one-third or more of the total registered capital; 5. more than one half of the independent directors propose to convene the meeting. A written request by the shareholders holding 10 per cent or more of the issued share capital of the Company shall be submitted to the Board of Directors. Extraordinary general meeting shall not pass any resolution concerning proposals that are not set out in the notice of the meeting. For any proposal of independent directors for convening an extraordinary general meeting, the Board of Directors shall, within ten days after receiving the proposal, give the written feedback stating to approve or not approve to convene the extraordinary general meeting according to the laws and regulations and these Articles of Association. The Board of Directors shall give the notification of convening the extraordinary general meeting within five days after the Board makes the decision if it approves to convene the general meeting; or explain the reason and make announcement if it does not approve to convene the general meeting. For any proposal of the Board of Supervisors for convening an extraordinary general meeting, the Board of Directors shall, within ten days after receiving the proposal, give the written feedback stating to approve or not approve to convene the extraordinary general meeting according to the laws and regulations and these Articles of Association. The Board of Directors shall give the notification of convening the extraordinary general meeting within five days after the Board makes the decision if it approves to convene the general meeting; and any change to the original proposal in the notification shall be subject to consent of the Board of Supervisors. The Board of Directors’ disapproval to convene the extraordinary general meeting or failure to give any feedback within ten days after receiving the proposal shall be regarded as the Board of Directors’ being unable to perform or failing to perform the obligations to convene the general meeting, and the Board of Supervisors may convene and preside over the meeting itself. For any proposal of shareholder(s) who individually or jointly holds 10% or more of the Company’s shares for convening an extraordinary general meeting, the Board of Directors shall, within ten days after receiving the proposal, give the written feedback stating to approve or not approve to convene the extraordinary general meeting according to the laws and regulations and these Articles of Association. The Board of Directors shall give the notification of convening the extraordinary general meeting within five days after the Board makes the decision if it approves to convene the general meeting; and any change to the original proposal in the notification shall be subject to consent of the related shareholder(s). If the Board of Directors does not approve to convene the extraordinary general meeting, or fails to give any feedback within ten days after receiving the proposal, the shareholder(s) who individually or jointly holds 10% or more of the Company’s shares shall have the right to submit proposal in written form to the Board of Supervisors for convening the extraordinary general meeting. The Board of Supervisors shall give the notification of convening the extraordinary general meeting within five days after receiving the proposal if it approves to convene the general meeting; and any change to the original proposal in the notification shall be subject to consent of the related shareholder(s). The Board of Supervisors’ failure to give the notification of the general meeting within the specified period shall be regarded as its failure to convene and preside over the general meeting and any shareholder(s) individually or jointly holding 10% or more of the Company’s shares for a period of continuative 90 days may convene and preside over the general meeting themselves. The Board of Supervisors or shareholders shall inform in writing the Board of Directors of any decision to convene the general meeting themselves to file to the local agency of China Securities Regulatory Commission and the Securities Exchange. The convening shareholders shall have the shareholdings not less than 10% before the announcement of any general meeting’s resolution. The convening shareholders shall submit the necessary certificates to the local agency of China Securities Regulatory Commission and the Securities Exchange before giving the notice of the general meeting and making announcement of the general meeting’s resolution. For the general meeting convened by the Board of Supervisors or shareholders themselves, the Board of Directors and its secretary shall give cooperation. The Board of Directors shall provide the list of shareholders registered upon registration of shareholdings. For the general meeting convened by the Board of Supervisors or shareholders themselves, the necessary cost for the meeting shall be borne by the Company. Article 5.5 Functions and Powers of Shareholders in General Meeting Shareholders in general meeting shall have the following functions and powers: 1. to set the guiding principles of operation and to prepare investment proposals for the Company; 2. to elect and dismiss directors and fix their remuneration; 3. to elect and dismiss supervisors whose positions are occupied by the shareholders' representatives and fix their remuneration; 4. to examine and approve the reports of the Board of Directors; 5. to examine and approve the reports of the Supervisory Board; 6. to examine and approve the annual budget and final accounts of the Company; 7. to examine and approve the profit distribution proposal and the loss offset proposal of the Company; 8. to resolve on whether to increase or reduce the registered capital of the Company; 9. to resolve on the listing and trading of the Company's shares on a stock exchange. 10. to resolve on whether the Company should issue debentures; 11. to resolve on matters such as the merger, division, dissolution and liquidation of the Company; 12. to appoint or dismiss accountants; 13. to amend the Articles of Association; 14. to review the proposals of the shareholders holding 3% or more of the voting shares issued by the Company; 15. to review the matters concerning guarantees described in Art. 1.8 of these Articles of Association; 16. to review the matters concerning purchase or sale of any major assets of the Company within one year, which exceeds 30% of the Company’s audited total assets as at the most recent period end; 17. to review and approving the matters concerning change of the use of raised funds; 18. to review the stock incentive plan and employee stock ownership plan; 19. to examine other matters that shall be decided at the general meeting as stipulated in the laws and regulations and the Articles of Association. Article 5.6 Convening of the General Meeting For convening a general meeting of shareholders, the convener shall inform all shareholders 20 days in advance of the date when the meeting is held. For convening an extraordinary general meeting, the convener shall inform all shareholders 15 days in advance of the date when the meeting is held. The convener shall ensure that the meeting of the general meeting of shareholders go in succession until the final resolution is made. Where the general meeting of shareholders is paused or no resolution can be made due to force majeure or any other special cause, necessary measures shall be taken to resume the meeting of the general meeting of shareholders or the meeting shall be directly terminated, and an announcement shall be made in a timely manner. At the same time, the convener shall report it to the dispatched office of the CSRC at the locality of the company and the stock exchange. The notice of the general meeting shall comply with the following requirements and shall be published by way of an announcement in the newspapers as selected by the Board of Directors in accordance with the laws and regulations and the Articles of Association: 1. the date, address and time of the general meeting shall be specified; 2. the proposals to be discussed in the general meeting shall be specified; 3. explain in obvious words: all shareholders shall have the right to attend the general meeting of shareholders, and may appoint an agent to attend the meeting and vote, and the agent of shareholders need not be a shareholder of the company; 4. the registration date for the shareholdings of the shareholders who are entitled to attend the general meeting shall be specified; 5. the names, telephone numbers and fax numbers of the designated contact persons for the purpose of convening meeting shall be specified. 6. Voting time and voting procedure in network mode. The starting time of the network voting of shareholders' general meeting should not earlier than 3:00 pm during the day before the shareholders' general meeting held, and not later than 9:30 am during the day the shareholders' general meeting held. The end time of the network voting should not earlier than 3:00 pm during the day the shareholders' general meeting finished. Upon the announcement of the notice of the general meeting, all shareholders shall be deemed to have received notice of the general meeting. After the notice of a general meeting is given, the general meeting shall not be adjourned or cancelled without good reason, and the proposals set out in the notice of a general meeting shall not be cancelled. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least two working days before the original date. Except as provided in Article 5.18 of these Articles, the convener shall not amend or add new proposals as set out in the Notice of general meeting after the notice of notice of general meeting has been issued. Article 5.7 Presiding of the General Meeting The general meeting shall be presided over by the Chairman of the Board of Directors. In case the Chairman is unable or fails to perform his duty, the Vice Chairman shall preside over the meeting. If the Vice Chairman is unable or fails to perform his duty, a director elected by the majority of directors shall preside over the meeting. Any general meeting that is convened by the Board of Supervisors shall be presided over by the Chairman of the Board of Supervisors. In case the Chairman is unable or fails to perform his duty, a supervisor elected by the majority of supervisors shall preside over the meeting. The general meetings convened by shareholders themselves shall be presided over by a representative elected by the conveners. In case the meeting chairman breaches the rule of procedure during the meeting, which results in discontinuousness of the general meeting, the general meeting may elect a person to preside over the meeting by the attending shareholders holding the majority of voting shares. Article 5.8 Attendence Notice The shareholders who intend to attend the general meeting shall notify the Company of their attendances before the convening of the general meeting. The attendance notice shall specify the number of shares with the voting rights held by them and shall be delivered in written form. Article 5.9 Attendence and Proxy A shareholder may attend the general meeting in person, or may appoint a proxy in writing to attend the general meeting and exercise shareholder's rights on his behalf. If the shareholder attends the general meeting in person, he shall produce his identity card and proof of shareholding. To attend the meeting, a proxy shall carry with him the certificate of attendance of the relevant shareholder, letter of appointment and his own identity card, and shall exercise voting rights within the scope specified in the letter of appointment. A proxy does not have to be a shareholder of the Company. Where the shareholder is a legal person, the legal representative or the proxy appointed by the legal representative shall attend the general meeting. If a legal representative attends the general meeting, he shall produce his identity card, valid proof of his capacity as a legal representative and proof of shareholding. In case of a proxy attending the meeting, he shall produce his identity card and letter of appointment issued by the legal representative of the legal person shareholder in accordance with the laws, and proof of shareholding. The Company's Board of Directors, independent directors and shareholders holding more than 1% of voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the China Securities Regulatory Commission may acquire votes at the general meeting from shareholders of the Company. Such acquirement of votes shall be unrequited, and the concerned information shall be disclosed to the persons whose votes are acquired. The Company shall not impose a minimum shareholding limit on the solicitation of voting rights. Article 5.10 Letter of Appointment of Proxy （未完）  |