Inkon Life Technology Co.Ltd(300143)
constitution
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders ten
Section 1 shareholders ten
Section II general provisions of the general meeting of shareholders thirteen
Section III convening of the general meeting of shareholders eighteen
Section IV proposal and notice of the general meeting of shareholders twenty
Section V convening of the general meeting of shareholders twenty-one
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of Directors thirty-one
Section 1 Directors thirty-one
Section II board of Directors 38 Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-six
Section I supervisors forty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-nine
Section I financial accounting system forty-nine
Section II Internal Audit fifty-three
Section III appointment of accounting firm 53 Chapter IX notices and announcements fifty-four
Section I notice fifty-four
Section 2 Announcement Chapter X merger, division, dissolution and liquidation fifty-five
Section 1 merger, division, capital increase and capital reduction fifty-five
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 58 Chapter XII Supplementary Provisions fifty-eight
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Inkon Life Technology Co.Ltd(300143) (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”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The articles of association are formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM (hereinafter referred to as the “normative guidelines”) 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 and other relevant provisions.
The company is established by way of sponsorship; Registered with Dongguan Administration for Industry and Commerce of Guangdong Province, obtained the business license and unified social credit code 91441900708014002m.
Article 3 on November 16, 2010, the company issued 17 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on December 9, 2010.
Article 4 registered name of the company:
Full Chinese Name: Inkon Life Technology Co.Ltd(300143) abbreviation ” Inkon Life Technology Co.Ltd(300143) “
Full English Name: inkon Life Technology Co., Ltd
Article 5 company domicile: No. 37, Chunyang Road, Chengyang District, Qingdao
Postal Code: 266109
Article 6 the registered capital of the company is RMB 2167010.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager is the legal representative of the company and is registered according to law.
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, 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 person in charge of finance of the company.
Article 12 the company shall establish a Communist Party to organize 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 make use of the platform advantages of listed companies, develop advantageous industries, create a national brand with market competitiveness, allocate resources globally, and constantly create wealth for shareholders and value for the society in accordance with the national industrial policies and the needs of foreign markets.
Article 14 after being registered according to law, the business scope of the company is: general items: equity investment; Engaging in investment activities with its own funds; business management; Enterprise management consulting; Software development; Financial consultation; Software sales; Mechanical equipment R & D (except for projects subject to approval according to law, carry out business activities independently according to law with business license): business of class III medical devices; Medical device Internet information service; Import and export of goods; Technology import and export; Import and export agency (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results).
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; For the shares subscribed by any unit or individual, the same price shall be paid 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 Corporation.
Article 19 the promoters of the company are ye yunshou, Guangdong Nanfeng Group Co., Ltd., ye Longzhu, Feng Jianrong, Yang Zhongyi, Mo ganming, Liang Feng, Zhang Lijiang, Wang Qiuyun, Huang Qinghua, Tang Liying, Wu Hanping, Tan Zhenyu, Ruan hang, Gu Chunhu, ye Jinquan, ye Quankun, Zheng Lieyi, Huang Qianjun, Xu Xijia, Wu Jinfeng and Hu bin. The number of shares subscribed are:
Name of sequence shareholder contribution amount (people’s equity ratio, number of shares (shares), contribution method, contribution time, currency) example
1 ye yunshou 24614895.00 54.70% net assets converted into shares August 15, 2008
2 Guangdong Nanfeng Group Co., Ltd. 8471846.00 18.83% net assets converted into shares August 15, 2008
3 Ye Longzhu 3413245.00 7.58% of 3413245 net assets converted into shares August 15, 2008
4 Feng Jianrong 2116753.00 4.70% of 2116753 net assets converted into shares August 15, 2008
5 Yang Zhongyi 1111942.00 2.47% net assets converted into shares August 15, 2008
6 mo ganming 891295.00 1.98% net assets converted into shares August 15, 2008
7 Liang Feng 860232.00 1.91% net assets converted into shares August 15, 2008
8. Zhangjiang 780217.00 1.73% net assets converted into shares August 15, 2008
9. Wang Qiuyun 635275.00 1.41% net assets converted into shares August 15, 2008
10 Huang Qinghua 444080.00 0.99% net assets converted into shares 2008.8.15
11 Tang Liying 344261.00 0.77% net assets converted into shares August 15, 2008
12 Wu Hanping 290173.00 0.64% net assets converted into shares 2008.8.15
13 talk about Zhenyu 211909.00 0.47% net assets converted into shares August 15, 2008
14 Ruan hang 178166.00 0.40% net assets converted into shares August 15, 2008
15 Gu Chunhu 178166.00 0.40% net assets converted into shares August 15, 2008
16 ye Jinquan 106900.00 0.24% net assets converted into shares August 15, 2008
17 ye Quankun 106900.00 0.24% net assets converted into shares August 15, 2008
18 Zheng Lieyi 69641.00 0.15% net assets converted into shares August 15, 2008
19 Huang Qianjun 69641.00 0.15% net assets converted into shares 2008.8.15
20 Xu Xijia 34821.00 0.08% net assets converted into shares 2008.8.15
21 Wu Jinfeng 34821.00 0.08% net assets converted into shares 2008.8.15
22 Hu bin 34821.00 0.08% net assets converted into shares 2008.8.15
Total 45000000.00 100.00 45000000
Article 20 the total number of shares of the company is 642167010, and the capital structure of the company is: 642167010 ordinary shares, without other types of shares.
Article 21 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares 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 prescribed by laws, administrative regulations and approved by 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 specified in the articles of association.
Article 24 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) 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 the shares to convert the company’s bonds that can be converted into shares issued by the company;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
