Tellgen Corporation(300642) articles of Association
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 meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section 1 supervisors thirty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution, audit and internal control compliance thirty-four
Section I financial accounting system thirty-four
Section 2 profit distribution thirty-four
Section III internal audit and internal control compliance three hundred and eighty-eight
Section IV appointment of accounting firm 38 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation 411 Chapter XI amendment of the articles of Association 42 Chapter XII supplementary provisions forty-three
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 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 is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company is a joint stock limited company established as a whole by Shanghai Tellgen Corporation(300642) Technology Co., Ltd. established on November 6, 2003. It was approved and registered by Shanghai Administration for Industry and commerce according to law on January 30, 2015 and obtained the business license with registration number of 91310 Shandong Xinhua Pharmaceutical Company Limited(000756) 110429r.
Article 3 with the approval of China Securities Regulatory Commission, the company made an initial public offering of 15 million RMB common shares on March 31, 2017 and was listed on Shenzhen Stock Exchange on April 21, 2017.
Article 4 the registered Chinese name of the company is: Tellgen Corporation(300642) ;
The English name of the company is Tellgen Corporation.
Article 5 The domicile of the company is building 1, No. 115, Lane 572, Bibo Road, China (Shanghai) pilot Free Trade Zone, and the postal code is 201203.
Article 6 the registered capital of the company is RMB 163834581 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, the person in charge of finance or other personnel determined as senior managers by the board of directors 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 the company’s business purpose is to explore life and continue hope.
Article 14 with the approval of the company registration authority, the business scope of the company is:
General items: production of class I medical devices (limited to branches); Sales of class II medical devices; Sales of class I medical devices; Engineering and technical research and test development; Medical research and experimental development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Medical equipment leasing; Non residential real estate leasing; Import and export of goods; Technology import and export. (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)
Licensed items: production of class III medical devices; Production of class II medical devices; Class III medical device business; Medical device Internet information service. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
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, and the par value of each share shall be RMB 1.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation. Article 19 all promoters shall convert their net assets corresponding to their interests in Shanghai Tellgen Corporation(300642) Technology Co., Ltd. into shares in a corresponding proportion as their capital contribution to the joint stock company. When the company was established, the total number of ordinary shares issued to all promoters was 45 million, with a par value of RMB 1 per share and a total share capital of RMB 45 million. The number of shares subscribed by each promoter and their proportion in the total number of shares of the company are as follows:
Serial No. time of the sponsor’s share subscription and capital contribution
Amount (share) proportion method
1. Yao Jianer 1213100026.96% of net assets in 2014
December 5
2 Lingfei Group Co., Ltd. 835800018.57% of net assets in 2014
December 5
3. Qiming Weichuang (Shanghai) equity 628600013.97% net assets in 2014
Investment Center (limited partnership) December 5
Serial No. time of the sponsor’s share subscription and capital contribution
Amount (share) proportion method
4 Shanghai Zhangjiang Venture Capital Co., Ltd. 50 Ping An Bank Co.Ltd(000001) 1.11% of net assets in 2014
December 5th
5. Shanghai Rongzhen Investment Group Co., Ltd. 50 Ping An Bank Co.Ltd(000001) 1.11% of net assets in 2014
December 5th
6. Shanghai Pudong New Star neustad 30 Shenzhen Zhenye(Group)Co.Ltd(000006) .67% of net assets in 2014
Venture Capital Co., Ltd. December 5
7 weeks patriotic 20 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .44% net assets 2014
December 5
8. Shanghai Jingren investment 1 Shanghai Pudong Development Bank Co.Ltd(600000) 3.56% of net assets in 2014
Partnership (limited partnership) December 5
9 Suzhou Qiming Chuangzhi equity 10 China Vanke Co.Ltd(000002) .22% net assets 2014
Investment partnership (limited partnership) December 5
10 Niu Zhengxiang 4000000.89% net assets in 2014
December 5
11 Wang Yi 1250000.28% net assets in 2014
December 5
12 Tianjin Qiming Chuangzhi equity investment 1000000.22% net assets 2014
Fund partnership (limited partnership) December 5
Total 450 Ping An Bank Co.Ltd(000001) 00% —-
Article 20 the total number of shares of the company is 163834581 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 may increase its registered 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 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 the provisions of Article 159 of the articles of association.
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 specified 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) use of shares for conversion
