Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of the company, shareholders, 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 Constitution of the Communist Party of China, and other relevant regulations.
Article 2
China OilHBP Science & Technology Corporation Ltd. is a joint-stock limited company established in accordance with the Company Law and other relevant regulations (hereinafter referred to as the "Company"). The Company was established by all shareholders of the former Beijing China OilHBP Science & Technology Co., Ltd. as promoters, through the overall change of the audited net assets of the former Beijing China OilHBP Science & Technology Co., Ltd., and registered with the Beijing Administration for Industry and Commerce, obtaining a business license. The Company is currently registered with the Tianjin Market Supervision Administration, and its unified social credit code is 91110000700148065Y.
Article 3
On January 21, 2011, the Company was approved by the China Securities Regulatory Commission under document No. [2011] 138, and issued 35 million ordinary shares to the public for the first time, which were listed on the Shenzhen Stock Exchange on February 25, 2011.
Article 4
The registered name of the Company is: China OilHBP Science & Technology Corporation Ltd.; the full English name is: China OilHBP Science & Technology Corporation Ltd.
Article 5
The Company's registered address is: 1st Floor, Office Building, No. 29, Zhongnan 1st Street, Tianjin Economic and Technological Development Zone, Postal Code: 300462.
Article 6
The registered capital of the Company is RMB 1,333,720,072.
Article 7
The Company is a joint-stock limited company with perpetual existence.
Article 8
The director representing the Company in executing company affairs is the legal representative of the Company, elected by a majority of the board of directors. If the legal representative resigns, it is deemed that they have simultaneously resigned as the legal representative. The Company shall determine a new legal representative within thirty days from the date of resignation. The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Any restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be opposed to good faith 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 9
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 10
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. According to 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.
Article 11
The term "senior management" in these Articles refers to the general manager, deputy general managers, board secretary, and financial officer of the Company.
Chapter 2 Business Objectives and Scope
Article 12
In accordance with the provisions of the Company Law and the Constitution of the Communist Party of China (hereinafter referred to as the "Party Constitution"), the Company establishes a party organization (hereinafter referred to as the "Party Organization"), sets up a working institution for the Party Organization, and allocates party affairs personnel. The organizational structure and personnel allocation of the Party Organization are included in the Company's management structure and allocation, and the Company provides financial support for the Party Organization's work.