Xi’An International Medical Investment Company Limited(000516)
constitution
(revised at the 2021 annual general meeting)
May 18, 2022
catalogue
Chapter I General Provisions
Chapter II business purpose and scope
Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section 2 independent directors
Section III board of directors
Chapter VI president and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
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 established in accordance with the company law and other relevant provisions.
Xi’An International Medical Investment Company Limited(000516) (hereinafter referred to as “the company”) was formerly known as “Xi’an Jiefang Department Store”. On December 4, 1986, Xi’an first commercial bureau approved the restructuring of Xi’an Jiefang Department Store into a joint-stock pilot enterprise with the document “Shi Yi Shang Ji Zi (86) No. 398”, and established a joint-stock limited company on December 19, 1986. In December 1996, the company standardized in accordance with the company law and fulfilled the re registration procedures in accordance with the law.
The company is established by raising funds. Registered with Xi’an market supervision and Administration Bureau and obtained a business license; Unified social credit Code: 9161010322061133xp.
Article 3 on January 19, 1987, with the approval of Xi’an Branch of the people’s Bank of China in the document “Shi Ren Yin Guan Zi (1987) No. 02”, the company issued 400000 yuan of shares to the public for the first time. In May 1992, Xi’an Branch of the people’s Bank of China approved the issuance of 6 million shares to the society with “Shi Ren Yin Guan Zi (1992) 070” and No. 073 documents. In 1992, the company allotted 29 million shares to the original shareholders with the approval of the Xi’an joint-stock pilot leading group in the document of “Shi Gu ban Zi (1992) No. 041”.
When the company’s shares were listed, the total share capital was 506525 million shares. Including 13068400 public shares.
On July 12, 1993, the China Securities Regulatory Commission passed the qualification examination of the public offering of the company’s shares with the document of “Zheng Jian FA Shen Zi (1993) No. 13”. The application for listing of the company’s shares was examined and approved by the document of “Shen Zheng Suo Zi (1993) No. 181” of Shenzhen Stock Exchange. It was listed and traded in Shenzhen Stock Exchange on August 9, 1993. The securities code was 0516 (changed to Xi’An International Medical Investment Company Limited(000516) in 2001).
Article 4 registered name of the company: Xi’An International Medical Investment Company Limited(000516)
English Name: Xi’an International Medical Investment Company.
Article 5 domicile of the company: 5 / F, security building, No. 16, Tuanjie South Road, high tech Zone, Xi’an City, Shaanxi Province; Postal Code: 710075.
Article 27350 the registered capital of the company is RMB 227350.
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 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, 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 other senior managers mentioned in the articles of association refer to the Secretary of the board of directors, vice president and chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: adhere to the principle of socialist market economy, abide by national laws and policies, carry forward the enterprise spirit of “unity, dedication, truth-seeking and innovation”, provide high-quality services for consumers, safeguard the interests of investors, create good economic and social benefits, enable all shareholders to obtain satisfactory investment returns, and continuously expand the economic strength of the company, Promote the development of socialist market economy.
Article 13 after being registered according to law, the business scope of the company is: engaging in investment activities with its own funds; Hospital management; Enterprise headquarters management; Commercial complex management services; estate management; Non residential real estate leasing; Daily product repair; Parking service; Information consulting services (excluding licensed information consulting services); Financing advisory services; Non financing guarantee services.
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 follow the principles of openness, fairness and impartiality, and each share of the same kind shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share are the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the total number of ordinary shares approved to be issued by the company is 2275927350 shares. Article 19 the total number of shares of the company is 2275927350. The share capital structure of the company is: 2275927350 ordinary shares without other types of shares.
Article 20 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 21 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for safeguarding the value and rights and interests of the company.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company’s shares is lower than its net assets per share in the latest period;
(II) within 20 consecutive trading days, the closing price of the company’s shares has decreased by 30%.
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 purchase its shares: (1) centralized bidding trading at the stock exchange;
（2） Method of offer;
（3） Laws and regulations and other methods approved by the CSRC.
If the company purchases the company’s shares for the reasons of items (3), (5) and (6) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. Where the company acquires its shares due to the reasons in Item (3), (5) and (6) of Article 23, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of paragraph (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within six months; In the case of items (3), (5) and (6), 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 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 term of office, the total number of shares transferred per person per year shall not exceed 25% of the total number of shares of the company they hold; The shares held by the company shall not be transferred within 1 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 29 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, unless the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale and other circumstances stipulated 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 30 the shareholders of the company are legal persons and natural persons who hold the shares of the company according to law. The company establishes 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.
The company signed a share custody agreement with the securities registration authority, regularly inquired about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely mastered the equity structure of the company.
Article 31 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 32 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold; （2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
