Chapter 1 General Provisions
Article 1 To protect the legitimate rights and interests of Sanhe Tongfei Refrigeration Co., Ltd. (hereinafter referred to as the "Company"), its shareholders, employees, and creditors, and to regulate the organization and conduct of the Company, these Articles of Association 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"), 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 by the overall transformation of Sanhe Tongfei Refrigeration Equipment Co., Ltd., and was registered with the Langfang Municipal Administration for Market Regulation, obtaining a business license with a unified social credit code of 91131082601219411Y.
Article 3 The Company's application for listing on the Shenzhen Stock Exchange was reviewed and approved on December 9, 2020, and its initial public offering of 13 million shares of RMB ordinary shares was registered with the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on April 7, 2021. The shares were listed on the ChiNext board of the Shenzhen Stock Exchange on May 12, 2021.
Article 4 The registered name of the Company is: Full Chinese Name: 三河同飞制冷股份有限公司 Full English Name: Sanhe Tongfei Refrigeration Co., Ltd
Article 5 The registered address of the Company is: No. 30 Chongyi Road, Sanhe Economic Development Zone, Hebei Province. Postal Code: 065200.
Article 6 The registered capital of the Company is RMB 171,216,590.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The General Manager is the legal representative of the Company.
If the General Manager, who serves as the legal representative, resigns, it shall be deemed that they have also resigned as the legal representative. If the legal representative resigns, the Company shall appoint a new legal representative within thirty days from the date of resignation.
Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the Company shall be borne by the Company. Restrictions on the powers of the legal representative stipulated in these Articles of Association or by the shareholders' meeting shall not be used against bona fide third parties. If the legal representative causes harm to others in the performance of their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek recourse from the legal representative who is at fault, in accordance with the law or these Articles of Association.
Article 10 Shareholders shall be liable to the Company to the extent of their subscribed shares, and the Company shall be liable for its debts with all of its assets.
Article 11 These Articles of Association, from the date of effectiveness, shall become a legally binding document regulating the organization and conduct of the Company, and the relationship of rights and obligations between the Company and its shareholders, and between shareholders. They shall be legally binding on the Company, shareholders, directors, and senior management. In accordance with these Articles of Association, shareholders may sue shareholders, shareholders may sue the Company's directors and senior management, shareholders may sue the Company, and the Company may sue shareholders, directors, and senior management.
Article 12 Senior management as referred to in these Articles of Association means the General Manager, Deputy General Managers, Secretary to the Board of Directors, and Chief Financial Officer of the Company.
Chapter 2 Business Objectives and Scope
Article 13 The business objective of the Company is: To become a world-class industrial temperature control expert.