Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Zhenjiang Dongfang Electric Heating Technology 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 Guidelines for Articles of Association of Listed Companies, and other relevant laws and regulations.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations.
Article 3
The Company is established as a joint-stock limited company based on the overall change of Zhenjiang Dongfang Refrigeration Air Conditioning Equipment Parts Co., Ltd., registered with the Jiangsu Provincial Administration for Industry and Commerce on August 31, 2009, and changed its registration on December 30, 2015, obtaining a business license with the unified social credit code: 91321100718698874L.
Article 4
On April 28, 2011, the Company was approved by the China Securities Regulatory Commission (hereinafter referred to as "CSRC") to issue 23 million ordinary shares to the public for the first time; and was approved by the Shenzhen Stock Exchange for listing on May 18, 2011. On May 21, 2012, the Company's 2011 Annual General Meeting approved the proposal for profit distribution and capital reserve conversion, increasing the total share capital to 197.736 million shares. On September 11, 2014, the Company's first extraordinary general meeting approved the proposal for capital reserve conversion, increasing the total share capital to 395.472 million shares. On November 18, 2015, the Company completed a private placement of shares, increasing the total share capital to 454.819181 million shares. On April 22, 2016, the Company approved the profit distribution proposal for 2015, increasing the total share capital to 1,273.493707 million shares. On December 28, 2020, the Company approved the proposal for issuing shares to specific targets, completing fundraising on September 30, 2021, and increasing the total share capital to 1,441.216681 million shares. On May 17, 2022, the Company authorized the board of directors to handle matters related to issuing shares to specific targets. The fundraising was completed on September 14, 2022, increasing the total share capital to 1,487.706540 million shares. On December 4, 2023, the Company approved the proposal for share repurchase, completing the cancellation of 9,729,600 shares on February 19, 2024, reducing the total share capital to 1,477.976940 million shares.
Article 5
The registered name of the Company is Zhenjiang Dongfang Electric Heating Technology Co., Ltd. The English name is Zhenjiang Dongfang Electric Heating Technology Co., Ltd.
Article 6
The Company's address is: No. 18 Wufengshan Road, Dagang New District, Zhenjiang; Postal Code: 212132.
Article 7
The registered capital of the Company is RMB 1,477,976,940. If the registered capital changes for any reason, the Company may authorize the board of directors to handle the modification of the Articles of Association and the registration of changes after the proposal is approved at the shareholders' meeting.
Article 8
The executive director of the Company is the legal representative. The executive director is elected by the board of directors. If the legal representative resigns, it is deemed that they have simultaneously resigned from the position of legal representative. The Company will 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 by these Articles or the shareholders' meeting shall not be opposed to 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 assumes civil liability, it may seek compensation from the legal representative at fault in accordance with the law or these Articles.