constitution
May, 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 twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty-one
Section 1 Directors twenty-one
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-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-five
Section III appointment of accounting firm thirty-five
Chapter IX notices and announcements thirty-five
Section I notice thirty-five
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation 37 Chapter XI amendment of the articles of Association 39 Chapter XII Supplementary Provisions thirty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Heren Health Co.Ltd(300550) (hereinafter referred to as “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 with reference to other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant laws and regulations.
The company is a joint stock limited company established by the overall change of a limited liability company; Registered with the market supervision administration of Zhejiang Province and obtained the business license. The unified social credit code is 913 Essence Fastening Systems (Shanghai) Co.Ltd(301005) 63023775l.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 12, 2016, the company issued no more than 20 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as “Stock Exchange”) on October 18, 2016.
Article 4 registered name of the company:
Full Chinese Name: Heren Health Co.Ltd(300550) ;
Full English Name: Heren health Co., Ltd
Article 5 company domicile: No. 625, Xinlian Road, Xixing street, Binjiang District, Hangzhou,
Postal Code: 310051.
Article 6 the registered capital of the company is RMB 262738501.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman or 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 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.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to operate according to law and in accordance with international practices and the management of modern enterprises
Mode of operation, so that the enterprise can achieve steady, rapid and healthy development, and all shareholders can obtain satisfactory economic benefits
And contribute to the promotion of national economic construction and social development.
Article 13 the business scope of the company registered according to law is: Category II: software business; Class II 6870
Software production (see medical device manufacturer license for the production address). Services: software development, planning
Computer software and hardware, network technology, system integration, technical development, technical services and technical support of mechatronics products
Technical consultation, achievement transfer, design and construction of building intelligent engineering (operated with qualification certificate), self owned house
Real estate leasing, property management, class II value-added telecommunications services. (for projects subject to approval according to law, the approval of relevant departments shall be obtained.)
Business activities can only be carried out after approval) (subject to the business scope approved by the company registration authority)
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 be based on the principles of openness, fairness and impartiality
Shares shall have equal rights.
For the same class of shares issued by the company at the same time, the issuance conditions and price of each share shall be the same; Any unit or
For shares of the same class issued at the same time subscribed by an individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company is indicated in RMB, and the par value of each share is RMB 1.00
Yuan.
Article 17 the shares issued by the company shall be registered in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Centralized deposit.
Article 18 the company is changed from a limited liability company to a joint stock limited company. Co., Ltd
When the company was established, the promoters and subscriptions of the company were as follows:
Serial number name / name of initiator number of shares subscribed (shares) shareholding ratio (%) contribution method contribution time
Net assets of Hangzhou Panyuan Investment Co., Ltd. on December 1, 2013
2 Hangzhou Panhong investment management partnership 5.7 million 9.50 net assets converted into shares December 4, 2013 (limited partnership)
3 Qingdao Jinshi Haoyu Investment Co., Ltd. 30 Shenzhen Fountain Corporation(000005) .00 net assets converted into shares December 4, 2013
4 Wuhan Leishi Ruifeng equity investment partnership 35340005.89 net assets converted into shares December 4, 2013 enterprise (limited partnership)
5 Kunshan Leishi Yuhua equity investment partnership 15960002.66 net assets converted into shares December 4, 2013 enterprise (limited partnership)
6 Beijing Shengjing Wealth Investment Management Co., Ltd. 11400001.90 net assets converted into shares December 4, 2013
Total Shanghai Pudong Development Bank Co.Ltd(600000) 00 —
Article 19 the total number of shares of the company is 262738501, and the capital structure of the company is: ordinary shares
262738501 shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not use gifts, advances
Provide any assistance to those who purchase or intend to purchase shares of the company in the form of guarantee, compensation or loan.
Section II increase, decrease and repurchase of shares
Article 21 the company shall, according to the needs of operation and development and in accordance with the provisions of laws and regulations, acquire shares
The East Asian general assembly has made resolutions respectively, which may increase the 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 stipulated by laws, administrative regulations and approved by relevant regulatory authorities.
Article 22 the company may reduce its registered capital. The company shall reduce its registered capital in accordance with the
The judicial and other relevant provisions and the procedures stipulated in the articles of association shall be handled.
Article 23 under the following circumstances, the company may, in accordance with laws, administrative regulations, departmental rules and regulations
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) used 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods stipulated by laws, administrative regulations and approved by relevant regulatory authorities.
When purchasing the shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China.
Where the company purchases its shares due to 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 Article 23, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 23 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 six 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 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 directors, supervisors and senior managers of the company shall report their holdings to the company
