Passed by voting at the general meeting on 12 June 2017
If there is any inconsistency between the English translation and the Chinese version of this document, the Chinese version shall prevail.
Table of Contents Chapters Heading PageCHAPTER 1 GENERAL PROVISIONS 1
CHAPTER 2 OBJECTS AND SCOPE OF BUSINESS 2
CHAPTER 3 SHARES AND REGISTERED CAPITAL 3
CHAPTER 4 REDUCTION OF CAPITAL AND REPURCHASE OF SHARES 5
CHAPTER 5 FINANCIAL ASSISTANCE FOR ACQUISITION OF COMPANY SHARES 8
CHAPTER 6 SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS 9
CHAPTER 7 SHAREHOLDERS' RIGHTS AND OBLIGATIONS 14
CHAPTER 8 GENERAL MEETINGS 16
CHAPTER 9 SPECIAL PROCEDURES FOR VOTING BY CLASS SHAREHOLDERS 24
CHAPTER 10 BOARD OF DIRECTORS 26
CHAPTER 11 SECRETARY TO THE BOARD OF DIRECTORS OF THE COMPANY 30
CHAPTER 12 GENERAL MANAGER OF THE COMPANY 31
CHAPTER 13 SUPERVISORY COMMITTEE 32
CHAPTER 14 QUALIFICATIONS AND OBLIGATIONS OF DIRECTORS, SUPERVISORS, GENERAL MANAGERS AND OTHER SENIOR MANAGEMENT OF THE COMPANY 33
CHAPTER 15 FINANCIAL AND ACCOUNTING SYSTEM AND PROFIT DISTRIBUTION40 CHAPTER 16 APPOINTMENT OF ACCOUNTANT FIRM 43
CHAPTER 17 MERGER AND DIVISION OF THE COMPANY 45
CHAPTER 18 DISSOLUTION AND LIQUIDATION OF THE COMPANY 46
CHAPTER 19 PROCEDURES FOR AMENDMENTS TO THE ARTICLES OF ASSOCIATION 49
CHAPTER 20 SETTLEMENT OF DISPUTES 49
CHAPTER 21 MISCELLANEOUS 50
CHAPTER 1 GENERAL PROVISIONS |
Article 1 "Shandong Weigao Group Medical Polymer Company Limited (the Company") has been established pursuant to Company Law of the PRC ("Company Law"), the Regulations of the State Council Concerning the Domestic Listed Foreign Shares of Joint Stock Limited Companies ( 國務院關於股份有限公司境外募集股份及上市的特別規定) ("Prescribed Regulation") and the relevant laws, rules and regulations in the PRC in regulating the establishment of a joint stock company. The establishment of the joint stock company was approved by the Provincial Government of Shandong under the certificate "Lu [2000]53. and it was established on 27 December 2000 under the promotion shares on 28 December 2000. The business registration number is: 3700001806541. The promoters of the Company are Weigao Holding Company Limited, Chen Lin, Zhang Hua wei, Miao Yan Guo, Wang Yi, Zhou Shu Hua, Wang Zhi Fan and Wu Chuan Ming." |
Article 2 The Chinese registered name of the Company is 山東威高集團醫用高分子製品股份 有限公司, and its English registered name is SHANDONG WEIGAO GROUP MEDICAL POLYMER CO., LTD. |
Article 3 Address of the Company: 18 Xingshan Road, Weihai Torch Hi-Tech Science Park, Shandong, the PRC |
Post Code: 264210 |
Telephone No.: 0631-562-2517 |
Facsimile No.: 0631-562-0555 |
Article 4 The legal representative of the Company is the Chairman of the Company. |
Article 5 The Company is a perpetual joint stock limited company. |
Article 6 The Company is an independent corporate legal person. All the Company's acts shall comply with the PRC laws, rules and regulations and safeguard the lawful interests of its shareholders. The Company shall be governed and protected by the PRC laws, rules and regulations. |
Article 7 The Articles of Association of the Company became effective after being approved by shareholders in General Meeting by way of special resolution and (where necessary) by relevant competent authority in accordance with relevant laws and regulations of the PRC. |
Article 8 From the date of these Articles of Association becoming effective, these Articles of Association (including future amendments to the articles of association) constitute a legally binding public document regulating the Company's organization and activities, and the rights and obligations between the Company and each shareholder and among the shareholders. |
Article 9 The Articles of Association are binding upon the Company and its shareholders, directors, supervisors, general managers and other senior management of the Company; all of whom are entitled to raise issues regarding the affairs of the Company in accordance with the Articles of Association. |
A shareholder can raise any action against the Company pursuant to the Articles of Association and vice versa, by shareholders against each other, by a shareholder against the directors, supervisors, general managers and other senior management of the Company. |
The actions referred to in the preceding paragraph include court proceedings and arbitration proceedings. |
Article 10 The Company may invest in other limited liability companies and joint stock limited companies, and the Company's liabilities with respect to such companies are limited to the amount invested. The Company may, pursuant to its operational and managements requirements, make investments in other enterprises pursuant to Article 15 of the Company Law. |
Article 11 The entire capital of the Company is divided into equal shares. The liabilities assumed by the shareholders of the Company shall be limited to the extent of the shares held by them. The Company shall be liable to its creditors to the extent of all of its assets. |
Article 12 Employees of the Company may form a trade union in accordance with the law, participate in union activities and protect workers' legal rights and interests. The Company shall provide necessary conditions for the activities of the trade union of the Company. |
CHAPTER 2 OBJECTS AND SCOPE OF BUSINESS |
Article 13 The objects of business of the Company are: people-oriented, focusing on technology and responsible for its own management decisions, and profits and losses. |
Shandong Weigao Group Medical Polymer Co. Ltd. published this content on 12 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 12 June 2017 23:59:04 UTC.
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