大冷Ｂ：公司章程

ARTICLES OF ASSOCIATIONOF DALIAN REFRIGERATION CO., LTD.Approved byShareholders Annual General Meeting 2013English translation for reference only. Should there be anyinconsistence between the Chinese and English version, then the Chinese version should prevail.1CONTENTSChapter 1 General Provisions3 Chapter 2 Objectives, Scope of Business and Method of Operation. .4Chapter 3 Chapter 4 Chapter 5Chapter 6 Chapter 7 Chapter 8Registered Capital, Share and Share Certificates.5 Shareholders.9 General Meeting.12 Board of Directors.20 Supervisory Board27 Business Management Structure.29Chapter 9 Labour and Personnel Management.31Chapter 10 Chapter 11 Chapter 12 Chapter 13Finance, Accounting and Auditing32 Profits Distribution.34 Merger and Division36 Dissolution and Liquidation37 Disclosure of Information.39 Amendment of the Articles of Association.40Chapter Chapter Chapter 141516 Supplementary Provisions412Chapter 1 General ProvisionsArticle 1. 1 Principles of the Articles of AssociationPursuant to the Company Law of the Peoples 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 Dalian Refrigeration Company Limited (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 CompanyThe registered Chinese name of the Company is: 大连 冷 冻机 股 份有 限 公司The English name of the Company is: Dalian Refrigeration Company Limited. The address of the Company is: 888 Southwest Road, Shahekou District, Dalian Municipality, The Peoples Republic of China.The Chairman of the Company shall be the legal representative of the Company.Article 1. 3 Method of Establishing the CompanyThe 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 CompanyThe 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 CompanyThe Company possesses the status of an independent legal person. The laws of the Peoples Republic of China (the PRC) govern the Companys 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 CompanyThe 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 InvestmentThe 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 guaranteeThe Company shall not issue guarantees for the holding shareholder, other associated3parties with the shareholding less than 50%, any non-legal-person units and individuals. The total amount of guarantee issuance of the Company shall not exceed 50% of the net assets listed in the consolidated accounting statement for the last fiscal year.The procedure for approving guarantee issuance of the Company: the Companys 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 Companys 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 Companys net assets audited recently shall be approved by the general shareholders meeting of the Company. 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 OperationThe 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 AssociationThe Articles of Association are the rules of highest authority for the Companys organization and activities and shall be legally binding on the Company, the Companys 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 Companys 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 CompanyThe 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 BusinessThe scope of business of the Company is as follows:Its main business is to process and manufacture refrigeration equipment and auxiliary machines, valves, component parts and the accessory products required in refrigeration engineering packages.4Subsidiary businesses include the design, manufacturing, installation, maintenance, calibration of refrigeration and air-conditioning systems and technical consultation, technical services, trading and supply of materials.As required by the business development of the Company, the Company may carry out other relevant businesses with the approval of the companies registration authority.Article 2.3 Mode of OperationThe 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 operationAs 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 CapitalThe registered capital of the Company shall be the total paid up capital of RMB350,014,975.Article 3.2 Division of Registered CapitalThe 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 350,014,975 shares in total, with a par value of RMB1.00 each.Article 3.3 Types and Composition of Registered CapitalThe 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.5The structure of the issued share capital of the Company is as follows:Type of sharesRenminbi ordinary sharesDomestically listed foreign investment sharesArticle 3.4 Contribution of Share CapitalNumber of shares 235,014,975115,000,000Shareholders 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 Companys 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 SharesAny 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 IssuePayment should be made in full upon subscription for new issued shares. Once subscribed, the shares cannot be returned.6The principles of openness, fairness and justice shall be observed in the issue of the Companys 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 CertificatesThe 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 sharehold