Articles of association of Hefu (China) Medical Technology Co., Ltd
March, 2002
catalogue
Chapter I General Provisions- 1 –
Chapter II business purpose and scope- 2 –
Chapter III shares- 3 –
Section 1 share issuance- 3 –
Section II increase, decrease and repurchase of shares- 3 –
Section III share transfer- 5 –
Chapter IV shareholders and general meeting of shareholders- 5 –
Section 1 shareholders- 5 –
Section II general provisions of the general meeting of shareholders- 8 –
Section III convening of the general meeting of shareholders- 10 –
Section IV proposal and notice of the general meeting of shareholders- 12 –
Section V convening of the general meeting of shareholders- 13 –
Section VI voting and resolutions of the general meeting of shareholders- 16 –
Chapter V board of Directors- 20 –
Section 1 Directors- 20 –
Section 2 independent directors- 22 –
Section III board of Directors- 26 –
Section IV Secretary of the board of Directors- 31 –
Chapter VI general manager and other senior managers- 33 –
Chapter VII board of supervisors- 35 –
Section I supervisors- 35 –
Section II board of supervisors- 36 –
Chapter VIII Financial Accounting system, profit distribution and audit- 38 –
Section I financial accounting system- 38 –
Section II Internal Audit- 41 –
Section III appointment of accounting firm- 41 –
Chapter IX notice- 42 –
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation- 43 –
Section 1 merger, division, capital increase and capital reduction- 43 –
Section 2 dissolution and liquidation- 44 –
Chapter XI amendment of the articles of Association- 45 –
Chapter XII Supplementary Provisions- 46 –
Hefu (China) Medical Technology Co., Ltd
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hefu (China) Medical Technology Co., Ltd. (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, the 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”) and other relevant laws, regulations and normative documents.
Article 2 the company is a joint stock limited company established in accordance with the company law and other laws, regulations and normative documents.
The company is a foreign-invested joint stock limited company established on the basis of Hefu (China) medical technology trade Co., Ltd. The company was registered with the market supervision and Administration Bureau of China (Shanghai) pilot free trade zone and obtained a business license (Unified Social Credit Code: 9131 Shenzhen Sdg Information Co.Ltd(000070) 3011187g). Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the company issued 99513200 RMB common shares (A shares) to the public for the first time in 2021 and was listed on Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on February 16, 2022 (hereinafter referred to as “listing”). Article 4 registered name of the company
Chinese Name: Hefu (China) Medical Technology Co., Ltd
English Name: Cowealth Medical China Co., Ltd
Article 5 domicile of the company: room 606b, No. 118 Xinling Road, China (Shanghai) pilot free trade zone; Postal Code: 200120.
Article 6 the registered capital of the company is 398052633 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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 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 person in charge of Finance and the chief financial officer and the Secretary of the board of directors of the company.
Chapter II purpose and business scope
Article 12 the business purpose of the company is to achieve the mission of helping to improve the medical level of Greater China, and hope that all hospitals can have world-class medical equipment, so that the vast majority of people can enjoy the world’s advanced medical technology. Taking win-win as the starting point, according to the different management requirements of each customer, provide solutions suitable for its characteristics, so as to improve the reputation of patients, enhance the advantages of medical team, optimize the management system and improve the efficiency of the hospital, so as to truly reflect the concept of “cooperation to get rich”.
Article 13 after being registered according to law, the business scope of the company is: licensed items: Road cargo transportation (excluding dangerous goods). (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 items shall be subject to the approval documents or licenses of relevant departments) general items: international trade, re export trade and post-sale services of products sold, mainly mechanical equipment and consumables, trade and trade agents among enterprises in the region, simple commercial processing in the region, and consulting services of hospital information management system, Wholesale, commission agency (except auction), import and export business of medical devices, medical equipment and related accessories and reagents, drugs, chemical raw materials and products (excluding dangerous chemicals and civil explosives), computers, software and auxiliary equipment, hardware and electrical equipment, electronic products, mechanical equipment and accessories, instruments and meters, electromechanical equipment and accessories, and provide relevant supporting services and relevant consulting services, Operating lease of medical equipment, transportation of ordinary goods by road in China, and technology development, technical consultation, technical service and technology transfer in medical science and Technology (except the development and application of human stem cells and gene diagnosis and treatment technology).
Entrusted by the parent company and its authorized domestic enterprises in China, it provides them with the following operation, management and service activities: investment and operation decision-making, capital operation and financial management, research and development and technical support, commodity procurement, sales and marketing services, supply chain management and other logistics operations, shared services within the group of the company, service outsourcing of overseas companies and staff training management. (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). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments] (subject to industrial and commercial registration)
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, and the par value is RMB 1 / 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 the promoters of the company and the number of shares they have subscribed for, the shareholding ratio and the mode of capital contribution are as follows:
No. number of shares held by sponsors (shares) shareholding ratio
1. Hefu (Hong Kong) Holdings Limited 203937822961900%
2. Quezi Co., Ltd. 20275300.9563%
3. Yuancheng (Shanghai) enterprise management consulting center (limited partnership) 18262450.8614%
4. Yuanang (Shanghai) enterprise management consulting center (limited partnership) 16461020.7764%
5. Guanyi (Shanghai) enterprise management consulting center (limited partnership) 12112820.5713%
6. Shanghai Yuanyu enterprise management consulting center (limited partnership) 10435700.4922%
7. Huajin Development Co., Ltd. 3230120.1524%
Total 212015683100.00%
Article 19 the total number of shares of the company is 398052633, 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 through resolutions made by the general meeting of shareholders:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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 and the stock exchange. 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 shares in accordance with the provisions of the company’s articles of association and the following laws and regulations:
（1） 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） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） Necessary for the company to maintain the company’s value and shareholders’ equity;
（7） Other circumstances permitted by laws and administrative regulations.
Except for the above circumstances, the company will 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.
If the company acquires the shares of the company in accordance with 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 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 23 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 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 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.
If a company acquires its own shares after listing, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”).
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 shares transferred by the directors, supervisors and senior managers of the company during their term of office shall not exceed 25% of the total shares of the company they hold; Hold
