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
1st 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 C