Yunnan jianzhijia health chain store Co., Ltd
constitution
February 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI Voting and resolutions of the general meeting of shareholders Chapter V board of directors section 1 directors section 2 board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors section 1 supervisors section 2 board of supervisors Chapter VIII Financial and accounting system Profit distribution and Audit Section 1 financial accounting system section 2 Internal Audit Section 3 appointment of accounting firm Chapter 9 notice section 1 notice section 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter 11 amendment of the articles of Association chapter 12 supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, these articles of association are formulated 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 relevant laws and regulations.
Article 2 the company is a joint stock limited company (hereinafter referred to as the “company”) established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions.
The company was established by Yunnan Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Pharmaceutical Co., Ltd. in accordance with the law; Registered with Yunnan market supervision and Administration Bureau, obtained the business license and unified social credit Code: 91530 Jinneng Holding Shanxi Electric Power Co.Ltd(000767) 0584000.
Article 3 with the approval of the China Securities Regulatory Commission on October 19, 2020, the company issued 13.25 million RMB ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on December 1, 2020. On May 21, 2021, taking the total share capital of 53 million shares as of December 31, 2020 as the base, the company converted 3 shares for every 10 shares to all shareholders in the form of capital reserve into share capital, and converted 15.9 million shares into share capital. The company’s restricted stock incentive plan in 2021 granted 62582 restricted shares for the first time. Article 4 registered name of the company: Yunnan Jianzhijia Health-Chain Co.Ltd(605266)
Full English Name: Yunnan jianzhijiahealth Chain Co, Ltd.
Article 5 domicile of the company: the complex building of Fengyuan (plot 5), Wanhong Jiayuan, the intersection of Lianhe road and Wanhong Road, Panlong District, Kunming City, Yunnan Province.
Article 6 the registered capital of the company is RMB 6952582 million.
Article 7 the chairman of the company is the legal representative of the company.
Article 8 the business term of the company is a joint stock limited company with permanent existence.
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 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.
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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to integrate professional and intensive business strategies, give full play to the advantages of the company in all aspects, improve service quality, develop new projects, create good economic benefits and provide satisfactory economic returns for all shareholders.
Article 13 business scope of the company: licensed items: urban distribution and transportation services (excluding dangerous goods); Road cargo transportation (excluding dangerous goods); Wholesale of drugs; Drug retail; Import and export of drugs; Class III medical device business; Disinfection equipment sales; Food Internet sales; Food sales; Liquor business; Medical services; Life beauty services; The second category of value-added telecommunications services; Internet information services; Drug Internet information service; Medical device Internet information service; Food and Beverages; Retail of publications; (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results)
General items: China trade agency; Trade brokerage; Import and export agency; Import and export of goods; Technology import and export; Engaging in investment activities with its own funds; Asset management services invested by self owned funds; Equity investment; Organize cultural and artistic exchange activities; Loading, unloading and handling; International freight forwarder; China cargo transportation agency; estate management; business management; Catering management; Brand management; Library management services; Warehousing equipment leasing services; Transportation equipment leasing services; Rental of office equipment; Professional cleaning, cleaning and disinfection services; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Road cargo transportation by ordinary freight vehicles with a total mass of 4.5 tons or less (except network freight and dangerous goods); Sales of class I medical devices; Sales of class II medical devices; Food sales (only pre packaged food); Sales of infant formula milk powder and other infant formula foods; Sales of formula food for special medical purposes; Sales of health food (prepackaged); Internet sales (except sales of goods requiring license); Sales of food additives; Wholesale of pet food and supplies; Retail of pet food and supplies; Sales of daily necessities; Wholesale of cosmetics; Cosmetics retail; Wholesale of sporting goods and equipment; Retail of sporting goods and equipment; Stationery wholesale; Stationery retail; Sales of agricultural and sideline products; Sales of building materials; Sales of building blocks; Sales of building decoration materials; Sales of chemical products (excluding licensed chemical products); Sales of mechanical equipment; Mechanical equipment leasing; Non residential real estate leasing; Housing lease; Leasing services (excluding licensed leasing services); Leasing of computer and communication equipment; New car sales; Sales of used cars; Parking service; Wholesale of hardware products; Retail of hardware products; Sales of electronic products; Sales of communication equipment; Repair communication equipment; Daily product repair; Repair of household appliances; Single purpose commercial prepaid card agent sales; Sales agent; Sales of labor protection articles; Sales of office supplies; Sales of optical instruments; Glasses sales (excluding contact lenses); Retail of tobacco products; E-cigarette retail; Business training (excluding education training, professional skill training and other training requiring permission); Socio economic advisory services; Information technology consulting services; Financial consultation; Bill information consulting service; Legal consultation (excluding law firm business); Information consulting services (excluding licensed information consulting services); Health consulting services (excluding diagnosis and treatment services); Packaging services; Housekeeping services; Conference and exhibition services; Software development; Development of artificial intelligence application software; Advertising design and agency; Advertising; Advertising production; Network technology services; Information system integration service; Cloud computing equipment technology services; Clinic services; Traditional Chinese medicine clinic services (business activities can be carried out only after filing with the competent department of traditional Chinese Medicine); Sales of disinfectants (excluding hazardous chemicals); Sales of sanitary supplies and disposable medical supplies; Sales of personal hygiene products; TCM health care services (non-medical); Sales of maternal and infant supplies; Maternal and infant life care (excluding medical services); Health care services (non-medical); Retail of protective articles for medical staff; Retail of medical masks; Daily mask (non-medical) sales; Residents’ daily life services.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its 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 Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the name of the company’s promoters, the number of shares subscribed, the method and time of capital contribution are as follows:
Actual payment
Serial number initiator name
Number of subscribed shares (shares) contribution method proportion (%) contribution time
Shenzhen changsixing
1. 8890900 net assets of Industrial Development Co., Ltd. converted into shares 27.27 August 2008
company
2. LANBO 8890900 net assets converted into shares 27.27 August 2008
3. Wang Yanping 5927268 net assets converted into shares 18.18 August 2008
4 Hao Peilin 2963633 net assets converted into shares 9.09 August 2008
Li Ying’s net assets of 638.09 shares in 2008
6 Zhang Xiaojun 1481833 net assets converted into shares 4.55 August 2008
7 peak 1481833 net assets converted into shares 4.55 August 2008
Total 32 Shanghai Pudong Development Bank Co.Ltd(600000) – 100.00
Article 19 the total number of shares of the company is 6952582, and the capital structure of the company is: 6952582 ordinary shares and 0 shares of other types.
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 through resolutions 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) increase the share capital with the accumulation fund;
(V) other methods stipulated 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 a company shall not acquire its own shares, except under any of the following circumstances: (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the 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;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it can be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 23 of the articles of association, if it belongs to 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 6 months; In the case of items (III), (V) and (VI), 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 3 years.
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 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 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
