Jiahe Meikang (Beijing) Technology Co., Ltd
constitution
December 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares two
Section 1 issuance of shares two
Section II increase, decrease and repurchase of shares three
Section III share transfer Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-five
Section III appointment of accounting firm 35 Chapter IX notices and announcements thirty-five
Section I notice thirty-five
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation 38 Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions forty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jiahe Meikang (Beijing) Technology 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”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) ）And other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company is a joint stock limited company established by the overall change of Jiahe Meikang (Beijing) Technology Co., Ltd. and established in the form of sponsorship.
Article 3 on November 2, 2021, the company was approved by Shanghai Stock Exchange and registered with the Securities Regulatory Commission of the people’s Republic of China (hereinafter referred to as “CSRC”), issued 34469376 ordinary shares in RMB to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on December 14, 2021.
Article 4 registered name of the company:
Jiahe Meikang (Beijing) Technology Co., Ltd
English full name: goodwill e-health info Co., Ltd
Article 5 company domicile: room 1201, second floor, building 1, No. 7, Kaifa Road, Shangdi Information Industry base, Haidian District, Beijing.
Article 6 the registered capital of the company is RMB 137877502.
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, 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 a legally binding document for 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.
The company establishes diversified dispute resolution mechanisms such as negotiation, arbitration and litigation with shareholders; The company effectively ensures that investors exercise the rights of shareholders such as the right to income, the right to know, the right to participate, the right to supervision and the right to claim according to law.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to devote itself to the R & D and innovation of clinical medical equipment and clinical information products in China and contribute to the cause of national health.
Article 13 after being registered according to law, the business scope of the company is: computer software technology development, technology transfer, technical consultation and technical services; Application software services; Wholesale electronic products; Import and export of goods, import and export of technology, import and export agency (not involving state-run trade management commodities; if involving quota license management commodities, the application procedures shall be handled in accordance with the relevant provisions of the state); production of medical devices (subject to the production license of medical devices, limited to the production in the place of production and operation); wholesale of medical devices (subject to the license of medical device operation enterprise).
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company is RMB 1 per share.
Article 17 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation. Article 18 on February 26, 2013, the company was changed from a limited liability company to a joint stock limited company.
The promoters of the company, the number of shares subscribed, the proportion of shares subscribed, the mode and time of capital contribution are as follows:
No. number of shares (shares) subscribed by the sponsor subscription proportion (%) contribution method contribution time
1 Xia Jun 2469019830.48
2SAIF II Mauritius（China18,339,72022.64
Investment）Limited
3 Digital China Group Co.Ltd(000034) (China) Co., Ltd. 1052999913.00
company
4 Beijing Hemei Jiahe investment management 886139710.94
Center (limited partnership)
5 Wang Qing 55475416.85
6 Beijing Qiming Chuangke venture capital 48600006.00
Center (limited partnership)
Net assets converted to February 2013 nineteen
7 Ren Yong 30819663.81 shares
8 rollin 18491852.28
9 Beijing pilot power technology investment 9720011.20
Center (limited partnership)
10 Xinjiang Beichen Dexin equity investment 8099991.00
Limited partnership
11 Shanghai Qingke Gongchuang investment partnership 7289970.90
Enterprise (limited partnership)
Inner Mongolia Eerduosi Resources Co.Ltd(600295) Qingke Lanhai shares
12 equity investment management center (limited) 7289970.90
Partnership)
Total – 81000000100————
Article 19 the total number of shares of the company is 137877502, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares 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 through resolutions made by the general meeting of shareholders:
(i) Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） 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 specified 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） The shareholders request the company to purchase their shares due to their objection to the company’s merger and division resolution made at the general meeting of shareholders; (5) use the shares to convert the company’s bonds issued by the company into shares;
（6） Necessary to maintain the company’s value and shareholders’ equity.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(i) Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 25 the company is due to item (I) of Article 23 of the articles of association The acquisition of the company’s shares for the reasons of item (2) shall be subject to the resolution of the general meeting of shareholders. The company shall purchase the company’s shares for the reasons of items (3), (5) and (3) of Article 23 of the articles of association （6） Where a company purchases its shares under the circumstances specified in paragraph, it may, in accordance with the authorization of the general meeting of shareholders, adopt a resolution at a meeting of the board of directors attended by more than two-thirds of the directors. After the company purchases its shares under the circumstances specified in paragraph (I) of article 23, it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; in the case of items (3), 5 and (6), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
The company shall not accept the company’s shares as the subject matter of the pledge.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the 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 tenure, 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 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
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 6 months after buying them, or buy them again within 6 months after selling 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 exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
