Shanghai Yinlun Heat Exchanger System Co., Ltd. Articles of Association
In accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law") and other relevant laws and administrative regulations, Zhejiang Yinlun Machinery Co., Ltd. invested to establish Shanghai Yinlun Heat Exchange Systems Co., Ltd. (hereinafter referred to as the "Company") and formulated this Articles of Association.
Chapter I Name and Domicile of the Company
第二章
First item Company Name: Shanghai Yinlun Heat Exchanger System Co., Ltd.
Second item Company Address: No. 111, Qingwei Road, Fengxian District, Shanghai
Third item Business Scope of the Company: Manufacturing of heat exchange systems, automotive parts, marine equipment, motorcycle parts, electronic products, and mechanical equipment (limited to branch operations), wholesale, retail, automobile sales, wholesale and retail of metal materials, technical services in the field of mechanical equipment, property management, engaging in import and export of goods and technology. [Projects that require approval according to law can only be carried out after approval by relevant departments]
If the business scope of a company belongs to a project that requires approval by the relevant state authority before registration in accordance with laws, administrative regulations, or decisions of the State Council, it shall apply for approval from the relevant national authority before applying for registration.
Chapter 3 Registered Capital of the Company
Article 4 Registered Capital of the Company: RMB
Chapter 4 Shareholder Name (Title), Contribution Method, Contribution Amount and Contribution Time
Article 5 Shareholder Name (Title): Zhejiang Yinlun Machinery Co., Ltd., Contribution Amount: RMB 810 million, Contribution Method: Currency. Among them, RMB 73.5 million has been paid in, and the contribution method is currency, and the contribution completion time is December 8, 2020; New additional contribution of RMB 75 million, contribution method: currency, contribution completion time: December 31, 2021.
Article 6 After the establishment of the company, a capital certificate should be issued to the shareholders.
Chapter 5: Company's Structure, Generation Methods, Powers, and Rules of Procedure
Article 7: The company does not have a shareholders' meeting and the following powers shall be exercised by the shareholders:
(1) Determine the company's business policies and investment plans
(2) Delegation and replacement of executive directors and supervisors not appointed by employee representatives, and decisions on remuneration of executive directors and supervisors;
(3) Decisions on the appointment or dismissal of the company manager and their remuneration;
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(IV) Reviewing and approving the report of the executing director;
(V) Reviewing and approving the report of the company supervisor;
Review and approve the company's annual financial budget plan;
Review and approve the company's profit distribution plan and loss offset plan;
Make decisions on increasing or decreasing the company's registered capital;
(IX) Making decisions on issuing corporate bonds;
(X) Making decisions on company mergers, divisions, dissolution, liquidation, or changes in company form;
(XI) Amending the company's articles of association;
The shareholder or actual controller of the company shall make a resolution to provide guarantee.
When making decisions on the matters listed in the preceding paragraph, written form shall be used and signed by the shareholders, and kept by the company.
Article 8: The company shall make decisions on investing in other businesses or providing guarantees to others by the shareholders.
Article 9 The company does not have a board of directors and instead has one executive director with a term of three years, appointed and dismissed by the shareholders. The executive director can be reappointed upon the expiration of their term.
Article 10 The executive director is responsible to the shareholders and exercises the following powers:
(1) Reporting work to the shareholders;
(Two) Implementing the decisions of shareholders;
(Three) Determining the company's business plans and investment projects;
(Four) Formulating the company's annual financial budget plan and final account plan;
(V) Formulate the company's profit distribution plan and loss compensation plan;
(VI) Formulate plans to increase or decrease the company's registered capital and issue corporate bonds;
(VII) Formulate plans for company mergers, divisions, dissolution, or changes in corporate form;
(VIII) Determine the establishment of internal management organizations of the company;
(IX) Decide on the appointment or dismissal of vice managers, financial managers and their remuneration based on the nomination of the manager;
(X) Formulate the basic management system of the company.
Article 11 When the executive director makes a decision on the matters listed in the preceding paragraph, it shall be in writing and signed by the executive director and kept in the company.
Article 12 The company shall have one manager, who shall be appointed or dismissed by the shareholders. The executive director may also serve as the manager. The term of office of the manager is three years, and upon expiration of the term, re-election may be conducted for consecutive terms. The manager is responsible to the shareholders and exercises the following powers:
(1) To preside over the company's production and operation management work, organize and implement the decisions of the executive director.
(2) Organize the implementation of the company's annual business plan and investment plan;
(3) Formulate the plan for the establishment of internal management institutions of the company;
(4) Formulate the basic management system of the company;
(V) Develop specific rules and regulations of the company;
(VI) Recommend the appointment or dismissal of deputy general managers and financial managers of the company;
(VII) Determine the appointment or dismissal of management personnel other than those to be appointed or dismissed by the executive directors;
(VIII) Other powers granted by shareholders.
Article 13 The company does not have a board of supervisors, but has one supervisor. The term of office of the supervisor is three years for each term, and can be re-elected upon expiration of the term of office.
If the term of office of the supervisor expires and a new supervisor has not been elected in time, the outgoing supervisor shall continue to perform the duties of a supervisor in accordance with laws, administrative regulations, and the company's articles of association until the newly elected supervisor takes office.
Directors and senior management shall not concurrently serve as supervisors.
Article 14 The supervisors of the company shall exercise the following powers:
(1) Inspect the company's finances.
(II) Supervise the actions of executive directors and senior management in performing their corporate duties, and propose the removal of executive directors and senior management who violate laws, administrative regulations, company articles, or shareholder resolutions.
(III) Demand correction from executive directors and senior management when their actions harm the interests of the company.
(IV) Raise proposals to shareholders
(V) File a lawsuit against the executive directors and senior management according to the law;
(VI) Other powers stipulated in the company's articles of association.
When making decisions on the matters listed in the preceding paragraph, it shall be in written form and kept by the company after being signed by the supervisor.
Article 15 Supervisors may raise inquiries or suggestions regarding matters determined by the executive directors. If a supervisor discovers abnormal business operations of the company, they may conduct investigations. If necessary, they may engage accounting firms or similar entities to assist with their work, and the expenses shall be borne by the company.
Article 16 The necessary expenses incurred by the company's supervisors in exercising their powers shall be borne by the company.
Chapter 6 Legal Representative of the Company
Article 17 The legal representative of the company shall be held by the director of the hot line.
Chapter VII Duties of Executive Directors, Supervisors, and Senior Management
Article 18 Senior management personnel refer to the manager, deputy manager, and financial officer of the company.
Article 19 Directors, supervisors, and senior management shall abide by the law,
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The company's articles of association require loyalty and diligence from its employees and prohibit the acceptance of bribes or other illegal income and the misappropriation of company property.
Article 20: Executive directors and senior management are prohibited from engaging in the following acts:
(I) Misappropriation of company funds.
(II) Opening accounts in their own name or in other individuals' names using company funds.
(III) Providing loans to others or guaranteeing the property of others without authorization in violation of the company's articles of association
(Four) Violating the provisions of the company's articles of association or entering into contracts or transactions with the company without the consent of the shareholders;
(Five) Using one's position for personal gain or for others to seek business opportunities belonging to the company without the consent of the shareholders, engaging in self-employment or operating businesses similar to those of the company in which one is employed;
(Six) Commission received from transactions between others and the company shall be deemed as already owned;
Unauthorized disclosure of company secrets;
Other acts that violate the duty of loyalty to the company.
Article 21 If a director, supervisor, or senior management personnel violates laws, administrative regulations, or the company's articles of association while performing their duties for the company, resulting in losses to the company, they shall bear liability for compensation.
Chapter Eight Financial, Accounting, Profit Distribution and Labor Employment System
Article 22 The company shall establish its financial and accounting system in accordance with the laws, regulations, and the provisions of the financial authority of the State Council, and shall prepare financial accounting reports at the end of each accounting year and have them audited by a certified public accounting firm recognized by the state and issue a written report.
Article 23 The profit distribution of the company shall be implemented in accordance with the Company Law, relevant laws and regulations, and the provisions of the financial authority of the State Council.
Article 24 The accounting firm hired or dismissed by the company to undertake the audit business is decided by the shareholders. Execute.
Article 25 The labor employment system shall comply with the relevant provisions of national laws, regulations, and the State Council's labor department.
Chapter 9 The causes of the dissolution of the company and the liquidation methods.
Article 26 The business term of the company is not limited, and is calculated from the date of issuance of the "Enterprise Legal Person Business License".
Article 27 The company may be dissolved under the following circumstances:
(1) The business term of the company expires.
(2) Shareholders decide to dissolve;
(3) Dissolution is required due to company merger or split;
(4) Revocation of business license, closure order, or revocation according to law;
When the term of operation of the company expires, it can continue by amending the company's articles of association.
Article 28 When the company is dissolved in accordance with the provisions of Article 27, paragraphs (1), (2), and (4) of this articles of association, a liquidation team shall be established in accordance with the provisions of the Company Law to liquidate the company. The liquidation team shall apply to the registration authority for the record of the members and the person in charge of the liquidation team within ten days from the date of its establishment, notify the creditors, and announce it in the newspaper within sixty days. After the liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders or the people's court for confirmation, submit it to the company registration authority, apply for the cancellation of the company registration, and announce the termination of the company.
Article 29 The liquidation team is composed of shareholders, and the specific members are determined by the shareholders.
Chapter 10 Other Matters Considered Necessary by Shareholders
Article 3000 If any provisions in this Articles of Association conflict with laws, regulations, or rules, the provisions of laws, regulations, or rules shall prevail.
Article 31 The registration matters of the company shall be based on the approval of the company registration authority. If the company needs to modify the Articles of Association without involving changes in the registered matters, the company shall submit the modified Articles of Association to the company registration authority for record; if it involves changes in the registered matters, the company shall also make the change registration with the company registration authority.
Article 32 of this statute is made in duplicate, one copy of which shall be retained by the company and one copy shall be filed with the registration authority of the company.
December 7, 2020
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Shareholders of Shanghai Yinlun Heat Exchanger System Co., Ltd. Resolve
In accordance with the relevant provisions of the "Company Law" and the "Company Articles of Association," Shanghai Yinlun Heat Exchanger System Co., Ltd. (hereinafter referred to as the "Company") shareholder Zhejiang Yinlun Machinery Co., Ltd. (hereinafter referred to as the "Shareholder") has made the following decision:
The registered capital of the company is increased from RMB 73.5 million to RMB 81 million.
Shareholder Zhejiang Yinlun Machinery Co., Ltd. increased its subscription by RMB 75 million, with the method of contribution being currency, and the contribution was made on December 31, 2021.
2. It is decided to delegate Xu Zhengzheng as the executive director of the company, and at the same time remove Xu Xiaomin from the position of executive director of the company.
Amended Articles of Association.
(No text below, signature page attached)
| 料 证 明 章 |
| 2021.06 .08 |
| Market Supervision Administration of Fengxian District, Shanghai |
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(This page is blank, for the signature page determined by the shareholders of Shanghai Yinlun Heat Exchanger System Co., Ltd.)
December 7, 2020
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Real-name authentication query result
Shanghai Yinlun Heat Exchanger System Co., Ltd.
| 姓名 | 身份证号码 | 实人认证 | 办理企业登记 | 截止期限 | 人工核验方式 |
| 徐铮铮 | 331023198911210534 | 已实名 | 是 |
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