Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Huaming Power Equipment Co., Ltd. (hereinafter referred to as "the Company"), shareholders, employees, and creditors, and to regulate the organization and behavior of the Company, these Articles are formulated in accordance with the Company Law of the People's Republic of China (hereinafter referred to as "the Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as "the Securities Law"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "the Hong Kong Listing Rules"), and other relevant regulations.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. The Company was established through the overall restructuring of Shandong Fayin Numerical Control Machinery Co., Ltd. and is currently holding a business license issued by the Market Supervision Administration of Jinan High-tech Industrial Development Zone, with a unified social credit code of: 91370100742413648L.
Article 3
On July 25, 2008, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to issue 36.5 million ordinary shares to the public, and it was listed on the Shenzhen Stock Exchange on September 5, 2008. The Company was filed with the CSRC on [date] and approved by the Listing Committee of The Stock Exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Stock Exchange") on [date] for its initial public offering of [number] overseas listed shares (hereinafter referred to as "H Shares"), which were listed on the Hong Kong Stock Exchange on [date].
Article 4
The registered name of the Company is:
- Chinese full name: 华明电力装备股份有限公司
- English full name: HUAMING POWER EQUIPMENT CO., LTD.
Article 5
The Company's address is: Room 302, Factory 1, No. 2222 Century Avenue, Sun Village Street, High-tech Zone, Jinan City, Shandong Province, Postal Code: 250104.
Article 6
The registered capital of the Company is RMB [amount].
Article 7
The Company is a perpetual joint-stock limited company.
Article 8
The chairman of the board of directors elected by the board (the director representing the Company in executing affairs) is the legal representative of the Company. If the chairman resigns, it is deemed that they have simultaneously resigned as the legal representative. If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation.
Article 9
The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be asserted against bona fide third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek compensation from the legal representative at fault in accordance with the law or these Articles.
Article 10
Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 11
These Articles shall become a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. Based on these Articles, shareholders may sue other shareholders, shareholders may sue the Company's directors and senior management, and the Company may sue shareholders, directors, and senior management.