Wuhan Mingde Biotechnology Co., Ltd
constitution
February 2022
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Mingde Biotechnology Co., Ltd. (hereinafter referred to as the "company"), shareholders and creditors and standardize the organization and behavior of the company, 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 provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company is established by way of sponsorship; Registered with the East Lake Development Zone Branch of Wuhan Administration for Industry and commerce, obtained the business license and unified social credit code 9142010066953862x0.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on June 5, 2018, the company issued 16646287 RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on July 10, 2018.
Article 4 registered name of the company: Wuhan Mingde Biotechnology Co., Ltd
Full English name of the company: Wuhan easydiagnosis biomedicine Co., Ltd
Article 5 domicile of the company: No. 3 plant, floor 1, building 25, phase 3.1, Wuhan Optical Valley International Biomedical enterprise accelerator, No. 388, Gaoxin Second Road, Wuhan East Lake New Technology Development Zone
Postal Code: 430074
Article 6 the registered capital of the company is 104877931 yuan (￥ 104877931.00).
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company's business purpose is to innovate instant diagnosis and lead intelligent medical treatment.
Article 13 after being registered by the company registration authority according to law, the business scope of the company is:
Licensed items: food production; Beverage production; Food business; Food Internet sales; Relying on the Internet hospital services of physical hospitals (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: production, development, sales and leasing of class I, class II and class III medical devices (operated with valid licenses); Sales of ordinary laboratory reagents (excluding dangerous chemicals and precursor chemicals); Technical consultation, installation, testing and maintenance of medical devices; Sales and after-sales service of enterprise management software; Technology development, technical consultation, technology promotion and technology transfer of diagnostic technology and medical technology; Production, wholesale and retail of analytical instruments and reagents in agriculture, environment and food; Development, production, wholesale and retail of antigen antibody products, calibrators and quality control products; Manufacturing, wholesale and retail of instrument components; Development, installation, wholesale and retail of computer software and hardware, mechatronics products; Computer software technology development, technology transfer, technical consultation and technical services; Health consultation (excluding diagnosis and treatment); Plastic products, communication equipment (exclusive), communication equipment (excluding radio transmitting equipment), power supply and power equipment, electronic products (excluding electronic publications), sensors, office supplies, electrical signal equipment, chemical reagents (excluding hazardous chemicals, monitored chemicals, fireworks, civil explosives and precursor chemicals), laboratory instruments and equipment Wholesale and retail of clinical test and analysis instruments and electromechanical products, laboratory reagents, biological fungicides, biotechnology test instruments and consumables, hardware and daily necessities; Import and export of goods, import and export of technologies, import and export agency (excluding goods or technologies whose import and export are prohibited or restricted by the state); Construction of laboratory engineering, building intelligence engineering and steel structure engineering; Laboratory equipment, line and pipeline installation works (excluding penstock); Building electromechanical installation works; Design and construction of prefabricated buildings and building decoration works; Information system integration service; Network equipment sales; Hospital management; Remote health management services; Non residential real estate leasing; Housing leasing (except for projects that must be approved according to law, carry out business activities independently according to law with business license)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation
Tube.
Article 18 the promoters, the number of shares held by the promoters and the share capital structure of the company are as follows:
Subscribed shares
Name and number of shareholders (10000 contribution mode, contribution proportion (%) No. shares)
1 Chen Lili 300 net assets 50
2 Wang Ying 189.9474 net assets 31.657895
3 Wang Hanying 36.8211 net assets 6.136842
4 weeks Qin 42.6315 net assets 7.105264
5 Chen Yonggen 30.6 net assets 5.1
Total 600.00 - 100.00
Article 19 the total number of shares of the company is 104877931, all of which are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways after a resolution is made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) conversion of reserve fund into share capital;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) award shares to the employees of the company;
(IV) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods stipulated by laws and regulations or approved by the CSRC.
Article 25 the acquisition of shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months.
The shares of the company purchased by the company in accordance with item (III) of Article 23 of the articles of association shall not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company's after tax profits; The purchased shares shall be transferred to the employees within one year.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company shall not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares issued before the company's initial public offering of shares shall not be transferred within one year from the date when the company's shares are listed and traded in Shenzhen Stock Exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer the shares of the company held by them within half a year after leaving office. Within 12 months after reporting to leave office for six months, the number of shares of the company sold through listing and trading in Shenzhen Stock Exchange shall not exceed 50% of the total number of shares of the company held by them.
Article 29 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. Article 30 after the listing of the company's shares is terminated, the company's shares shall enter the national share transfer system for small and medium-sized enterprises and continue to be traded.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company convenes the general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. Unless otherwise specified in the articles of association, the shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders' agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; (V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VII) request the company to purchase its shares in case of any objection to the resolution on merger and division of the company made by the general meeting of shareholders;
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people's court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to vote from the date of making the resolution
