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Report on Amendments to the Company Charter
Document No. 9 of the 2014 Annual General Meeting
Report on Amendments to the Company Charter
Dear Shareholders:
In light of certain circumstances pertaining to the Company, it is necessary to amend the Company’s Articles of Association. The specific circumstances requiring such amendment and the corresponding amendments are set out below:
I. Due to site constraints, in accordance with the resolution passed at the Sixth Meeting of the Fifth Session of the Company’s Board of Directors, the Company acquired a parcel of land located at No. 106 Liaohe East Road in the Dalian Economic and Technological Development Zone in 2010, with a total area of 254,826 square meters. In line with the Company’s mid-term development strategy, the development and utilization of this land have been progressively implemented. To date, the Company’s Foundry Division has completed its relocation to the site, and a new performance testing laboratory has also been constructed.
In light of the foregoing, the following amendments are hereby made to Chapter I, “General Provisions,” of the Company Charter:
Article 1.2 of the Company Charter, “Company Name, Registered Address, and Legal Representative,” originally provided:
“The company’s registered address is: No. 888, Southwest Road, Shahekou District, Dalian City, China.”
“Postal code: 116033”
A business premises is now added, and the text is amended to:
“The company’s registered address is: No. 888, Xinan Road, Shahekou District, Dalian City, China.”
Postal Code: 116033
The company’s second registered address is: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone.
Postal Code: 116630
II. On February 12, 2015, the Company’s First Extraordinary General Meeting of 2015 approved the draft Restricted Stock Incentive Plan. On March 4, 2015, the Board of Directors held the 15th meeting of the Sixth Session and, through a targeted issuance, formally granted 10.15 million restricted shares to 41 eligible recipients.
Based on the foregoing circumstances, the following amendments are hereby made to Chapter 3 of the Company Charter, “Registered Capital, Shares, and Stock”:
1. Article 3.1 of the Company Charter, “Registered Capital,” originally stipulated:
“The company’s registered capital shall be the total amount of paid-up share capital, namely RMB 350,014,975.”
Now revised to:
“The company’s registered capital shall be the total amount of paid-up share capital, namely RMB 360,164,975.”
2. Article 3.2 of the Company Charter, “Division of Registered Capital,” originally provided:
“The Company’s total issued share capital amounts to 350,014,975 shares, with a par value of RMB 1.00 per share.”
Now revised to:
“The Company’s total issued share capital amounts to 360,164,975 shares, with a par value of RMB 1.00 per share.”
3. Article 3.3 of the Company Charter, “Types and Composition of Registered Capital,” originally provided:
“The total number of ordinary shares authorized for issuance by the Company is 350,014,975.”
The company’s shareholding structure is as follows:
Share Class Number of Shares
Renminbi ordinary shares: 235,014,975 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
Now revised to:
“The total number of ordinary shares authorized for issuance by the Company is 360,164,975.”
The company’s shareholding structure is as follows:
Share Class Number of Shares
Renminbi ordinary shares: 245,164,975 shares
“Domestic listed foreign-invested shares: 115,000,000 shares”
The above report is submitted for your review.
May 20, 2015
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Dalian Bingshan Group Co., Ltd.
Address: No. 106, Liaohe East Road, Dalian Economic & Technological Development Zone
Phone:
0411-87968888 (Main Line)
0411-87968930, 8931 (Sales)
0411-87968000 (After-Sales Service)
400-0411-380 (Customer Service Hotline)
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