Guangzhou Wondfo Biotech Co.Ltd(300482) articles of Association
January 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope 2 Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
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 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-two
Section I supervisors thirty-two
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-nine
Section III appointment of accounting firm 39 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section 2 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 Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-four
Guangzhou Wondfo Biotech Co.Ltd(300482) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Guangzhou Wondfo Biotech Co.Ltd(300482) , 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 Guangzhou Wondfo Biotech Co.Ltd(300482) 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 was established by overall change and registered with Guangzhou Administration for Industry and commerce with the registration number of 440101000008134.
Article 3 with the approval of China Securities Regulatory Commission on June 9, 2015, the company issued 22 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on June 30, 2015.
Article 4 registered name of the company:
Full Chinese Name: Guangzhou Wondfo Biotech Co.Ltd(300482)
Full English Name: Guangzhou wondfo biotech Co., Ltd
Article 5 company domicile: No. 8, lichishan Road, Science City, Luogang District, Guangzhou City, Guangdong Province, postcode 510530. Business address: No. 268, Shenzhou Road, Huangpu District, Guangzhou City, Guangdong Province, postcode 510530. Article 6 the registered capital of the company is 444928807 yuan.
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, 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 person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company:
We are committed to becoming an internationally competitive manufacturer in the rapid in vitro diagnosis industry (POCT) of the biomedical industry; The products enter the community and family, and the service is oriented to the health of all people.
Article 13 after registration, the business scope of the company is: general business scope: production of class I medical devices; Sales of class I medical devices; Sales of class II medical devices; Instrument manufacturing; Manufacturing of experimental and analytical instruments; Manufacture of drug detection instruments; Digital culture creative software development; Network and information security software development; Artificial intelligence theory and algorithm software development; Software sales; Blockchain technology related software and services; Software development; Development of artificial intelligence application software; Software outsourcing services; Basic software development of artificial intelligence; Manufacturing of special chemical products (excluding hazardous chemicals); General parts manufacturing; Socio economic advisory services; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Research, development and application of cell technology; Instrument sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of biochemical product technology; Sales of chemical products (excluding licensed chemical products); China trade agency; Sales agent; Internet sales (except sales of goods requiring license); Sales of personal hygiene products; Sales of bio based materials; Luggage sales; Network equipment manufacturing; Wearable intelligent device manufacturing; Manufacturing of computer software, hardware and peripheral equipment; Internet data services; Remote health management services; Internet of things application services; Big data service; Information system integration service; General application system of artificial intelligence; Network technology services; Basic resources and technology platform of artificial intelligence; Internet of things technical services; Information technology consulting services; Research and development of Internet of things technology; Network equipment sales; Development of human gene diagnosis and treatment technology; Medical equipment leasing; Pet services (excluding animal diagnosis and treatment); Engineering and technical research and test development; Medical research and experimental development.
Licensed business scope: production of class II medical devices; Production of class III medical devices; Class III medical device business; Inspection and appraisal of import and export commodities; Technology import and export; Drug production; Entrusted production of drugs; Wholesale of drugs; Drug retail; Import and export of goods; Small trade business with Taiwan; Import and export agency; Production of sanitary articles and disposable medical articles; Import and export of drugs; Food Internet sales; Food Internet sales (sales of prepackaged food); Internet information services; Medical device Internet information service; Drug Internet information service; Inspection and testing services; Relying on Internet hospital services of physical hospitals; Veterinary drug production; Veterinary drug management; Animal diagnosis and treatment.
The business scope of the company shall be subject to the business scope approved by the administrative department for Industry and commerce. The company can appropriately adjust the investment direction and business scope according to its own development capacity and business needs.
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 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 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value is RMB 1 per share. 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 promoters of the company and the number of shares subscribed are as follows:
Number of shares subscribed, shareholding ratio and subscribed capital contribution
Serial no. Name of initiator time of contribution
(10000 shares) example mode
1 Li Wenmei 2185.26 33.11% of net assets converted into shares April 2012
Guangzhou Technology Financial Innovation Investment Holding Co., Ltd
2 1872.42 28.37% of net assets converted into shares April 2012
limited company
3. Wang Jihua 1309.44 19.84% of net assets converted into shares April 2012
Guangzhou bainuotai Investment Center (Co., Ltd
4 495.00 7.50% of net assets converted into shares April 2012
Partnership)
Number of shares subscribed, shareholding ratio and subscribed capital contribution
Serial no. Name of initiator time of contribution
(10000 shares) example mode
5 Guangzhou huagongda Group Co., Ltd. 487.08 7.38% of net assets converted into shares April 2012
6 Guangzhou bioengineering center 250.80 3.80% of net assets converted into shares April 2012
Total 6600.00 100%————
Article 19 the total number of shares of the company is 444928807.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons 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 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:
(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 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 specified 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:
(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) a shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders.
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for safeguarding the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) the acquisition of shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association shall be carried out through public centralized trading.
(II) method of offer;
(III) other methods approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders; Where the company purchases its shares under the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, attend the board of directors with more than two-thirds of the directors present
