constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV General Meeting of shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors Section 1 Directors Section 2 board of Directors 28 Chapter VI senior management Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors 38 Chapter VIII Financial Accounting system, profit distribution and audit Section 1 financial accounting system Section 2 profit distribution Section III internal audit Section IV appointment of accounting firm Chapter IX notices and announcements Section I notice Section II 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 47 Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions fifty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Apt Medical Inc(688617) (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 articles of association are formulated in accordance with the relevant provisions of the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other relevant laws, administrative regulations and normative documents.
Article 2 the company is a joint stock limited company established by Shenzhen Apt Medical Inc(688617) Instrument Co., Ltd. (hereinafter referred to as “huitai Co., Ltd.”) in accordance with the company law and other relevant provisions; Registered with Shenzhen market supervision and Administration Bureau, obtained business license and unified social credit Code: 91440 Guangdong Aofei Data Technology Co.Ltd(300738) 8070891.
Article 3 on September 8, 2020, the company issued 16.67 million RMB ordinary shares to the public for the first time after being examined and approved by the stock listing committee of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and registered with the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), It was listed on Shanghai Stock Exchange on January 7, 2021.
Article 4 registered name of the company:
Full Chinese Name: Apt Medical Inc(688617)
Full English Name: apt medical Inc
Article 5 company domicile: 601, building B, Tongfang information port, No. 11, Langshan Road, songpingshan community, Xili street, Nanshan District, Shenzhen, postal code: 518000.
Article 6 the registered capital of the company is 66.67 million yuan.
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 shall regulate the organization and behavior of the company, the company and shareholders
A legally binding document on the rights and obligations between shareholders, and a legally binding document on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, financial director (i.e. chief financial officer), Secretary of the board of directors and other personnel appointed and recognized as senior managers by the board of directors.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 business purpose of the company: always committed to independent innovation and development in the field of cardio cerebrovascular minimally invasive intervention, and make outstanding contributions to promoting the development of global medical undertakings.
Article 14 after registration according to law, the business scope of the company is: the production of class III 6821 medical electronic instruments and equipment, class III 6825 medical high-frequency instruments and equipment, class III 6866 medical polymer materials and products, class III 6877 interventional equipment and the sales of self-produced products (produced by the branch); Wholesale, import, export and sales of class II and III medical devices. Computer software development and sales of self-developed software; Technical development and consultation of medical device products (excluding restricted items), and provide wholesale, import and export and related supporting services of the above products; Equipment leasing; Wholesale, import, export and sales of class I medical devices (commodities not involving state-run trade management, commodities involving quota, license management and other special regulations shall be applied for in accordance with relevant national regulations).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares. Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind shall be issued
Each share shall have equal 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 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1. Article 18 the shares issued by the company shall be registered and centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is changed from huitai Co., Ltd. to a joint stock limited company, that is, the net assets of huitai Co., Ltd. confirmed by audit as of September 30, 2019 are 21538816905 yuan, which is converted into the total shares of the company at the ratio of 43077631. The number and shareholding ratio of shares held by each promoter are as follows:
Serial number number number of shares held by the initiator shareholding ratio contribution method conversion base date (10000 shares) (%)
Cheng Zhenghui 16685027 33.37 net assets converted into shares September 30, 2019
2 Xu Yiqing 2000287 4.00 net assets converted into shares 2019.9.30
3. Yiyixin 1501306 3.00 net assets converted into shares 2019.9.30
4 chengling 500044210.00 net assets converted into shares 2019.9.30
5 Han Yonggui 123585 0.25 net assets converted into shares 2019.9.30
6 Huang Zheng 373585 0.75 net assets converted into shares September 30, 2019
7 Cheng fan 1147554 2.30 net assets converted into shares 2019.9.30
8 Dai Zhenhua 999341 2.00 net assets converted into shares 2019.9.30
Net assets of Nantong Fuxing enterprise management center converted into shares
9 (limited partnership) 2118403 4.242019.9.30
Suzhou Qiming Chuangzhi equity investment and net assets converted into shares
10 partnership (limited partnership) 2187513 4.38 September 30, 2019
Qiming Weichuang (Shanghai) equity investment net assets converted into shares
11 capital center (limited partnership) 2812419 5.62 September 30, 2019
Shenzhen Huishen enterprise management center net assets converted into shares
12 (limited partnership) 2500000 5.00 September 30, 2019
13 qm33 limited 2750000 5.50 net assets converted into shares September 30, 2019
Conversion of net assets into shares in equity investment of Nantong Dongzheng Huixiang
14 heart (limited partnership) 1495000 2.99 September 30, 2019
Conversion of net assets into shares in Nantong Dongzheng Fuxiang equity investment
15 heart (limited partnership) 965000 1.93 September 30, 2019
Serial number number number of shares held by the initiator shareholding ratio contribution method conversion base date (10000 shares) (%)
Suzhou Industrial Park Qiming Rongke Co., Ltd
16 equity investment partnership (limited total 2201500 4.40 net assets converted into shares, September 30, 2019)
Conversion of net assets of phase III Investment in Suzhou Industrial Park into shares
17 asset Center (limited partnership) 2266188 4.53 September 30, 2019
Equity conversion of net assets of Nantong Huizhen enterprise management center
18 (limited partnership) 865000 1.73 September 30, 2019
Net assets of Nantong Huihui enterprise management center converted into shares
19 (limited partnership) 625000 1.25 September 30, 2019
Net capital of Nantong Huishi enterprise management center
