Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of the company, shareholders, employees, and creditors, and to regulate the organization and behavior of the company, these Articles 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"), the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises (hereinafter referred to as the "Administrative Measures"), the Listing Rules of the Hong Kong Stock Exchange (hereinafter referred to as the "Hong Kong Listing Rules"), and other relevant regulations.
Article 2
Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as the "Company") is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. The Company was approved by the Zhejiang Provincial Government's Leading Group for Enterprise Listing (Zhe Listing [2001] No. 80) on October 25, 2001, and was registered with the Market Supervision Administration of Zhejiang Province, with a unified social credit code of 91330000704503984N.
Article 3
On June 21, 2004, the Company was approved by the China Securities Regulatory Commission (CSRC) to issue 17.6 million ordinary shares to the public, and it was listed on the Shenzhen Stock Exchange on July 15, 2004. The Company was registered with the CSRC on [date] and approved by the Hong Kong Stock Exchange (hereinafter referred to as "Hong Kong Stock Exchange," collectively with "Shenzhen Stock Exchange" referred to as "Stock Exchanges") for its initial public offering of [number] overseas listed shares (hereinafter referred to as "H Shares"), with an oversubscription of [number] H Shares, which were listed on the main board of the Hong Kong Stock Exchange on [date].
Article 4
The Chinese registered name of the Company is: 浙江京新药业股份有限公司. The English name is: ZHEJIANG JINGXIN PHARMACEUTICAL CO., LTD.
Article 5
The Company's registered address is: 800 East Xinchang Avenue, Yulin Street, Xinchang County, Zhejiang Province, Postal Code: 312500.
Article 6
The registered capital of the Company is RMB [amount].
Article 7
The Company is a joint-stock limited company with perpetual existence.
Article 8
The director representing the Company in executing company affairs is the legal representative of the Company, elected by the board of directors. If the legal representative resigns, it is deemed that they have simultaneously resigned from the position of legal representative. Upon the resignation of the legal representative, the Company shall determine a new legal representative within 30 days from the date of resignation.
Article 9
The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be asserted against bona fide third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company assumes civil liability, it may seek recourse from the legal representative at fault in accordance with the law or these Articles.
Article 10
Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 11
These Articles shall take effect from the date of their enactment and shall serve as a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and its shareholders, and among shareholders. According to these Articles, shareholders may sue other shareholders, shareholders may sue the Company's directors and senior management, and the Company may sue shareholders, directors, and senior management.