Inner Mongolia Furui Medical Science Co.Ltd(300049)
constitution
May, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer four
Chapter IV shareholders and general meeting of shareholders five
Section 1 shareholders five
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders nine
Section IV proposal and notice of the general meeting of shareholders ten
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders fourteen
Chapter V board of Directors eighteen
Section 1 Directors eighteen
Section II board of Directors twenty-one
Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-eight
Section II board of supervisors twenty-eight
Chapter VIII party building work Chapter IX Financial Accounting system, profit distribution and audit thirty
Section I financial accounting system thirty
Section II Internal Audit thirty-three
Section III appointment of accounting firm thirty-four
Chapter 10 announcements and notices thirty-four
Section I notice thirty-four
Section II announcement thirty-five
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-five
Section 1 merger, division, capital increase and capital reduction thirty-five
Section 2 dissolution and liquidation thirty-six
Chapter XII amendment of the articles of Association thirty-eight
Chapter XIII Supplementary Provisions thirty-eight
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 Inner Mongolia Furui Medical Science Co.Ltd(300049) 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 was approved by the internal affairs unit approval Zi (2001) No. 65 document of the economic and Trade Commission of Inner Mongolia Autonomous Region, and was changed and established by 13 sponsors including Beijing fumaite Technology Development Co., Ltd. (fumaite company is the main sponsor); The company is registered with the market supervision and Administration Bureau of Inner Mongolia Autonomous Region and has obtained the business license of enterprise legal person. The business license number is 15 Shenzhen Kaifa Technology Co.Ltd(000021) 05375.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on December 25, 2009, the company issued 19 million RMB ordinary shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on January 20, 2010.
Article 4 registered name of the company:
Chinese: Inner Mongolia Furui Medical Science Co.Ltd(300049)
English: Inner Mongolia Furui Medical Science Co., Ltd
Article 5 company domicile: No. 103 Jiefang Road, Jining City, Wulanchabu League, Inner Mongolia, postal code: 012000.
Article 6 the total registered capital of the company is RMB 263053100
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, and shareholders can sue directors, supervisors, managers and other senior managers of the company; Shareholders can sue the company, and the company can sue shareholders, directors, supervisors and the general manager
Article 11 other senior managers referred to in the articles of association refer to the deputy general manager, Secretary of the board of directors and person in charge of finance of the company. Article 12 the company shall establish a Communist Party organization and carry out party building activities in accordance with the provisions of the articles of association of the Communist Party of China. The company promotes development with Party building.
Chapter II business purpose and scope
Article 13 the company’s business purpose: to meet the needs of the development of socialist market economy, implement the national brand strategy, take Chinese and Mongolian medicine products as the main body, expand the field of high and new technology, implement the policy of integrating technology, industry and trade and the combination of industry, University and research, actively participate in the competition in Chinese and foreign markets with high-quality high-tech products and services, and create good economic and social benefits.
Article 14 after registration according to law, the business scope of the company is: the production and sales of Chinese and Western biochemical drugs. Sell class II and class III medical devices. Software development, information technology consulting services, self owned real estate business activities, other professional technical services and technology promotion services. The company may adjust its business scope and mode of operation according to its own development ability and business needs, and set up branches and offices outside China in accordance with the provisions of relevant laws and regulations.
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.
The price paid for each share issued by the same unit or individual shall be the same as the price paid for each share issued by the same unit or individual.
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 with China Securities Depository and Clearing Co., Ltd.
Article 19 the promoters of the company are: Beijing fumaite Technology Development Co., Ltd., Wang Guanyi, Shenzhen Inner Mongolia Eerduosi Resources Co.Ltd(600295) Asset Management Co., Ltd., Huo Yueting, Li Beihong, China high tech Investment Group Corporation, Yang Zhiyuan, Yang Jinbin, Deng Kai, shuofei, Liu Ronghui, Fu Aihua and Yan Ruifeng.
The way of contribution is: the promoters convert their net assets of the original Inner Mongolia Furui Pharmaceutical Co., Ltd. into shares in the proportion of 1:1. The sponsor invested in December 2001.
The share capital structure of the company at the time of establishment is as follows:
Serial number shareholder name shareholding amount (10000 shares) contribution proportion (%)
(1) Formet 893824821.01
(2) Wang Guanyi 739132517.38
（3） Inner Mongolia Eerduosi Resources Co.Ltd(600295) 7166416 16.85
(4) Huo Yueting 455348210.70
(5) Li Beihong 4082394 9.60
(6) China Hi tech 3637766 8.55
(7) Yang Zhiyuan 1928040 4.53
(8) Yang Jinbin 1545053 3.63
(9) Deng Kai 1413179 3.32
(10) Shuofei 659413 1.55
(11) Liu Ronghui 659413 1.55
(12) Fu Aihua 471045 1.11
(13) Yan Ruifeng 9.4226 0.22
Total 42540000 100
Article 20 the total number of shares of the company is 263053100, all of which are registered ordinary shares, all of which are subscribed by shareholders.
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 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 registered capital of a company may be reduced. 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 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) the 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) 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.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, 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 paragraph 1 of Article 24 of the articles of association, it may, in accordance with the provisions of the articles of association, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors without deliberation at the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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 6 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 3 years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares held by the promoters of the company shall not be transferred within 1 year from the date of establishment of the company. The shares of the listed company shall not be transferred within 1 year from the date of public trading of the shares of the listed company.
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 tenure, the shares transferred each year shall not exceed 25% of the total 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 30 the directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company sell their shares or other equity securities of the company within 6 months after buying, or within 6 months after selling
