Blue Sail Medical Co.Ltd(002382)
constitution
April, 2002
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 five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
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 nineteen
Section 1 Directors nineteen
Section II board of Directors Chapter VI president and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty
Section I financial accounting system thirty
Section II Internal Audit thirty-two
Section III appointment of accounting firm Chapter IX notices and announcements thirty-three
Section I notice thirty-three
Section II announcement thirty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation Chapter XI amendment of articles of Association 36 Chapter XII Supplementary Provisions thirty-seven
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, 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), 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 (hereinafter referred to as the “company”) established in accordance with the company law, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other relevant provisions. With the approval of the Ministry of Commerce’s reply on Approving the transformation of Zibo lanfan plastic products Co., Ltd. into a foreign-invested joint stock limited company (SZP [2007] No. 1422), the company was changed from Zibo lanfan plastic products Co., Ltd. to a joint stock limited company. The company was registered with Shandong Administration for Industry and Commerce and obtained a business license with the business license number of 37 Tunghsu Azure Renewable Energy Co.Ltd(000040) 0004566.
Article 3 with the approval of China Securities Regulatory Commission on March 11, 2010, the company issued 20 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on April 2, 2010.
Article 4 registered Chinese name of the company: Blue Sail Medical Co.Ltd(002382) ; Group abbreviation: lanfan group (only the abbreviation of enterprise group, not the abbreviation of company and securities)
English Name: blue sail medicalco, LTD.
Article 5 company domicile: No. 48, Yinuo Road, Jixia street, Linzi District, Zibo City, Shandong Province.
Postal Code: 255414
Article 6 the registered capital of the company is 10070568999 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 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 shall be 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s vice president, chief financial officer, Secretary of the board of directors and other personnel confirmed as holding important positions by the resolution of 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 the business purpose of the company: implement the national guidelines and policies, abide by laws and regulations, and accept the macro-control, industry management, supervision and inspection of national government departments; Guided by the market and national industrial policies and based on reputation, actively adopt advanced science and technology, enhance the scientific and technological innovation ability of enterprises, achieve the best economic benefits and safeguard the legitimate rights and interests of shareholders.
Article 14 after registration according to law, the business scope of the company: production and processing of PVC gloves, nitrile gloves, class I, class II and class III medical devices, other plastic products and pellets, and sales of the products produced by the company; Wholesale business of nitrile gloves, latex gloves, pulp molded products, class I and class II medical device products.
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 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 the number of shares held by the promoters of the company, the method and time of capital contribution are:
Name of shareholder number of shares (10000 shares) mode of contribution time of contribution
Zibo lanfan Group Co., Ltd. 4200 net assets September 2007
Hong Kong Zhongxuan Investment Co., Ltd. 1800 net assets September 2007
Total Shanghai Pudong Development Bank Co.Ltd(600000)
Article 20 the total number of shares of the company is 10070568.99 million shares, all ordinary shares.
Article 21 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 22 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 23 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 24 the company shall not purchase its own shares. However, 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) 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) the listed company needs to safeguard the company’s value and shareholders’ rights and interests.
Article 25 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 purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders. In case of purchasing the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors may be adopted 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 Article 24 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 three years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares that have been 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 one 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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell 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, or under other circumstances prescribed by the CSRC.
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 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; (V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the articles of association, or the contents of resolutions violate the articles of association, shareholders have the right to self-determination
