Shanghai Haoyuan Chemexpress Co.Ltd(688131)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
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 fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty
Section I supervisors thirty
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty
Section I financial accounting system thirty-two
Section II Internal Audit thirty-six
Section III appointment of accounting firm Chapter IX notices and announcements thirty-seven
Section I notice thirty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-eight
Section 1 merger, division, capital increase and capital reduction thirty-eight
Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company was initiated and established by Shanghai Haoyuan Chemical Technology Co., Ltd. with the overall change of audited net assets into shares, registered with Shanghai Administration for Industry and commerce, obtained a business license, and the unified social credit code is 91310000794467963l.
Article 3 the company was examined and approved by Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on January 8, 2021, and registered by China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 27, 2021. It issued 18.6 million RMB common shares to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on June 8, 2021.
Article 4 registered name of the company: Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Article 5 domicile of the company: Room 501, No. 2, Lane 720, Cailun Road, China (Shanghai) pilot free trade zone. Article 6 the registered capital of the company is RMB 74342007 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company 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 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.
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: the company will make reasonable adjustments to the company’s assets and other social resources
Integrate and optimize the utilization, provide high-quality products and services for the society, realize the sustainable development of the company and strive for
Maximize the profit and value of the company, ensure the reasonable interests of relevant parties of the company and maximize the benefits of all shareholders
Return on investment.
Article 14 with the approval of the company registration authority, the business scope of the company is “biomedical technology and information technology”
Technology development, technical consultation, technical services and technology transfer in the field of science and technology, biomedical intermediates and non
R & D and sales of biological reagents, laboratory equipment and consumables for clinical diagnosis, enterprise management consulting, and goods
Import and export of goods and technology. “
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
Shares 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; Any unit or unit
The same price shall be paid per share for the shares issued at the same time.
Article 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1.
Article 18 the shares issued by the company shall be registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Centralized deposit.
Article 19 the total number of ordinary shares issued by the company to all promoters is 20 million shares, with a par value of 1 person per share
RMB 1, the total share capital is RMB 20 million, the name of each promoter, the number of shares subscribed and the shareholding ratio
For example, the mode and time of capital contribution are as follows:
Sequence: proportion of shares subscribed by promoters, mode of contribution, time number of contribution (10000 shares)
Before December 31, 2015, the net assets of Shanghai Anshu Information Technology Co., Ltd. were 136068%
Before December 31, 2015, 15% of the net assets of Shanghai Jingjia venture relay venture capital (limited partnership) 300
Shanghai Zhenjin high tech service venture capital center (limited partnership) 300 15% of net assets before December 31, 2015
By December 31, 2015, Yang Shixian’s 20 1% net assets
More than 125 Daoqian 20 1% net assets in 2015 before December 31
Total 2 Tcl Technology Group Corporation(000100) %——
Article 20 the total number of shares of the company is 74342007 million, all of which are 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 shall be approved by the shareholders
The general assembly has adopted resolutions to increase capital in the following ways:
(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 prescribed by laws, administrative regulations and approved by the CSRC
If the company increases its registered capital by means of item (III) above, it shall also comply with Article 150 of the articles of association
Article 8.
Article 23 the company may reduce its registered capital. The company shall reduce its registered capital in accordance with the
And other relevant provisions and the procedures stipulated in the articles of association.
Article 24 under the following circumstances, the company may, in accordance with laws, administrative regulations, departmental rules and this
In accordance with the articles of association, the acquisition of shares of the company:
(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 acquire the company due to their objection to the resolution on merger and division of the company made by the general meeting of shareholders
Its shares;
(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.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and 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 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 shall 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 paragraph 1 of Article 24 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 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 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 shareholders, actual controllers, directors, supervisors and senior managers holding more than 5% of the shares of the company, as well as other shareholders holding shares issued before the initial public offering of the company or shares issued by the company to specific objects, who transfer their shares of the company, shall not violate laws, administrative regulations and the regulations of the securities regulatory authority under the State Council on holding period, selling time, selling quantity, selling method Information disclosure and other provisions, and shall abide by the business rules of Shanghai Stock Exchange.
Article 30 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 issued prior to the public offering of shares by the company shall be subject to the listing and trading of the company’s shares on the stock exchange
