Chapter 1 General Principles
Article 1
To protect the legitimate rights and interests of Shanghai Universal Biotech Co., Ltd. (hereinafter referred to as "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 Guidelines for Articles of Association of Listed Companies, the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as "the GEM Listing Rules"), the Self-Regulatory Guidelines No. 2 for Listed Companies on the Shenzhen Stock Exchange - Standardized Operations of GEM Listed Companies (hereinafter referred to as "the Standardized Operations Guidelines"), and other relevant regulations.
Article 2
The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations, transformed from Shanghai Universal Biotech Co., Ltd. based on audited net assets. The Company is registered with the Shanghai Municipal Market Supervision Administration and has obtained a business license with the unified social credit code 91310000768354199F.
Article 3
The Company was registered with the approval of the China Securities Regulatory Commission on November 17, 2021, and issued 21,666,668 ordinary shares to the public for the first time. It was listed on the GEM of the Shenzhen Stock Exchange on December 28, 2021.
Article 4
The registered name of the Company is: Shanghai Universal Biotech Co., Ltd. The full English name of the Company is: Shanghai Universal Biotech Co., Ltd.
Article 5
The Company's address is Room 1505, No. 1690, Kongjiang Road, Yangpu District, Shanghai. Postal code: 200082.
Article 6
The registered capital of the Company is RMB 86,168,468.
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, and the chairman of the board is the director representing the Company in executing company affairs and is the legal representative of the Company.
Article 9
If the chairman of the legal representative resigns, it is deemed that they have simultaneously resigned as the legal representative.
Article 10
If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation.
Article 11
The legal activities conducted by the legal representative in the name of the Company shall have legal consequences borne by the Company.
Article 12
Restrictions on the powers of the legal representative in these Articles or by the shareholders' meeting shall not be opposed to bona fide third parties.
Article 13
If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company bears civil liability, it may seek compensation from the legal representative at fault according to the law or these Articles.
Article 14
Shareholders shall be liable to the Company only to the extent of their subscribed shares, and the Company shall be liable for its debts with all its assets.
Article 15
These Articles shall become a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations between the Company and shareholders, and among shareholders. According to these Articles, shareholders may sue other shareholders, and shareholders may sue the Company's directors, general manager, and other senior management. The Company may sue shareholders, directors, general manager, and other senior management.
Article 16
The term "senior management" in these Articles refers to the general manager, deputy general managers, board secretary, financial director, and other senior management determined by the board of directors.