国际医学: 公司章程

Summary of Key Points Core Viewpoint The articles outline the revised articles of association for Xi'an International Medical Investment Co., Ltd., detailing the company's structure, governance, and operational guidelines in accordance with Chinese corporate laws. Group 1: Company Overview - Xi'an International Medical Investment Co., Ltd. was established as a joint-stock company in December 1986, originally as "Xi'an Liberation Department Store" [2][3] - The company underwent a restructuring in 1996 to comply with the Company Law and completed re-registration [3] - The registered capital of the company is RMB 2,258,201,153 [4] Group 2: Governance Structure - The company is governed by a board of directors, which includes independent directors, and a supervisory board [4][5] - The chairman of the board serves as the legal representative of the company [4] - The articles of association serve as a legally binding document for the company, shareholders, directors, supervisors, and senior management [4] Group 3: Share Structure - The company has a total of 2,258,201,153 shares, all of which are ordinary shares with equal rights [6][7] - Shares can be issued publicly or privately, and the company can also repurchase shares under specific conditions [7][8] - Shareholders are entitled to dividends and have voting rights proportional to their shareholdings [12][31] Group 4: Shareholder Rights and Responsibilities - Shareholders have the right to attend and vote at general meetings, receive dividends, and access company documents [12][31] - Shareholders must comply with laws and the articles of association, and they cannot withdraw their capital except in legally specified circumstances [36][37] - Major shareholders (holding over 5% of shares) must report any pledges of their shares to the company [38] Group 5: General Meeting Procedures - The company must hold an annual general meeting within six months after the end of the fiscal year [42] - Special meetings can be convened under certain conditions, such as significant losses or requests from major shareholders [43][48] - The notice for meetings must include details such as time, location, and agenda, and must be sent out in advance [55][56] Group 6: Voting and Resolutions - Resolutions can be classified as ordinary or special, with different voting thresholds required for approval [78][80] - Shareholders can vote in person or by proxy, and the company must provide facilities for remote voting [85][86] - Related party transactions require careful disclosure and must be approved by non-related shareholders [82][84]