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冰山冷热: 公司章程(待2025年第一次临时股东大会审议)

Core Points - The articles outline the corporate governance structure and operational guidelines for Bingshan Refrigeration & Heat Transfer Technologies Co., Ltd, ensuring compliance with Chinese laws and regulations [2][5][6]. Chapter Summaries Chapter 1: General Provisions - The purpose of the articles is to establish the legal status of the company and regulate its management and organizational behavior [2]. - The company is registered in Dalian Economic and Technological Development Zone, with a legal representative being the chairman of the board [2][3]. - The company is established as a joint-stock limited company, with its assets divided into equal shares, and shareholders are liable only to the extent of their shares [4][5]. Chapter 2: Business Objectives, Scope, and Methods - The company's objective is to adapt to the socialist market economy, focusing on scientific management and resource utilization to enhance economic benefits [7]. - The business scope includes research, design, manufacturing, sales, leasing, installation, and maintenance of refrigeration and heating equipment, among other services [8]. Chapter 3: Registered Capital, Shares, and Stocks - The registered capital of the company is RMB 843,212,507, divided into 843,212,507 shares with a par value of RMB 1 each [9][10]. - The shares consist of ordinary shares and domestic listed foreign shares, with specific regulations on shareholding and transfer [10][11]. Chapter 4: Shareholders - The company maintains a shareholder register, which serves as proof of share ownership, and shareholders have rights and obligations according to their shareholding [20][21]. - Shareholders holding more than 5% of voting shares must report their holdings to the company and relevant authorities [11][20]. Chapter 5: Shareholders' Meeting - The shareholders' meeting is the company's highest authority, consisting of all shareholders, and must be held annually and as needed for special circumstances [26][28]. - The meeting must be announced in advance, and shareholders can participate in person or by proxy [30][32].