Andon Health Co.Ltd(002432) articles of Association
March 2022 (Revised)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders seventeen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-five
Section III appointment of accounting firm Chapter IX notice and announcement forty-six
Section I notice forty-six
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase or capital reduction forty-eight
Section 2 dissolution and liquidation 49 Chapter XI amendment of the articles of Association 51 Chapter XII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Andon Health Co.Ltd(002432) (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, the standards for the governance of listed companies, the guidelines for the articles of association of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant provisions, The Andon Health Co.Ltd(002432) articles of Association (hereinafter referred to as “the articles of association”) is hereby formulated.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and administrative regulations.
The company was established by kerton (Tianjin) Electric Appliance Co., Ltd. in the way of overall change according to law, and the company obtained the business license. The social credit code is 12 Shenzhen Overseas Chinese Town Co.Ltd(000069) 10080.
Article 3 on May 17, 2010, the company publicly issued 31 million ordinary shares in RMB to the public for the first time with the approval of the reply on approving Andon Health Co.Ltd(002432) initial public offering of shares numbered zjxxz (2010) No. 651 by the China Securities Regulatory Commission (hereinafter referred to as “CSRC”), It was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on June 10, 2010.
Article 4 the Chinese name of the company is: Andon Health Co.Ltd(002432) .
The English name of the company is Co
Article 5 domicile of the company: No. 3, Jinping Road, Ya’an Road, Nankai District, Tianjin.
Postal Code: Welle Environmental Group Co.Ltd(300190)
Article 6 the registered capital of the company is 478 Shanghai Xintonglian Packaging Co.Ltd(603022) 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 has 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. It is a document 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief engineer, Secretary of the board of directors, chief financial officer and other personnel specified in the articles of association.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to create a first-class enterprise and serve family health.
Article 13 after being approved and registered by the company registration authority, the business scope of the company is: development, production and sales of electronic products, medical devices (subject to the product scope approved by the medical device manufacturing enterprise license), instruments and meters, electrical machinery and equipment, communication equipment, wearable intelligent equipment, intelligent vehicle equipment, service consumption Siasun Robot&Automation Co.Ltd(300024) Electroacoustic devices and parts and related technical consulting services, lighting fixture manufacturing, intelligent lighting appliance manufacturing; Computer software and related technical consulting services; Technology development, technical consultation, technical services, technology transfer and Internet data services of computer software and information technology; Health information consultation (except for approved diagnosis and treatment activities); Import and export of goods and technology; Daily necessities, environmental protection equipment, air purifier equipment, beauty instruments, medical supplies and equipment, mechanical equipment, household audio-visual equipment, hardware products, lamps, household appliances and electronic products, food, beverage, clocks, glasses, bags, bicycles and other transportation equipment, chemical residence, tableware, maternal and infant supplies (except food and drugs), measuring tools, hand tools Retail and wholesale of electric tools, kitchenware, sanitary ware, communication equipment, pumps and vacuum equipment, and business of class III medical devices (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
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 principle of “openness, fairness and impartiality”, and each share of the same kind 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 shall be indicated in RMB, and the par value of each share is 1 yuan. Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Shenzhen Branch”).
Article 18 the promoters of the company are the shareholders of the original kerton company, namely: Tianjin Sanhe industrial appliance technology Co., Ltd. (hereinafter referred to as “Sanhe company”), heddington limited, Longtian Group Co., Ltd. (hereinafter referred to as “Longtian group”) and Shenzhen Tongsheng excellence Venture Capital Co., Ltd. (hereinafter referred to as “Tongsheng excellence company”).
The total share capital of the company at the time of change and establishment is 93 million shares, which are the paid in share capital converted by the shareholders of the original kerton company at the ratio of 1:1 based on the amount of book net assets corresponding to the proportion of equity held in the original kerton company after audit on the base date of the overall change and establishment of the original kerton company according to law (i.e. July 31, 2007).
The number of shares held by each promoter and its proportion in the total shares of the company before issuance are shown in the following table:
Unit: 10000 shares
Serial number name, nature, shareholding amount and shareholding proportion of initiator (shareholder) (%)
01 Sanhe company (Chinese funded) 364188 39.16
02 heddington Limited (foreign capital) 460908 49.56
03 Longtian group (foreign capital) 102021 10.97
04 Tongsheng excellence company (Chinese funded) 28.83 0.31
Total 9 Ningbo Shuanglin Auto Parts Co.Ltd(300100)
Article 19 at present, the total number of shares of the company is 478 Shanghai Xintonglian Packaging Co.Ltd(603022) , and all shares issued by the company are ordinary shares.
Article 20 the compensation provided to the subsidiary company (or the subsidiary company) in the form of loans, grants or grants to the subsidiary company to be purchased shall not be included.
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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as 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 shall not purchase its own shares. However, except for one 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 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 paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in 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; 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 three 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 change and 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 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 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 or other equity securities 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 shall recover the proceeds. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated by the securities regulatory authority under the State Council.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1, 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
Section I shares
