Wenzhou Kangning Hospital : ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION

OF

WENZHOU KANGNING HOSPITAL CO., LTD.

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CONTENTS

Chapter 1	General.	1
Chapter 2	Operational Objectives and Scope.	4
Chapter 3	Shares, Registered Capital and Transfer of Shares.	4
Chapter 4	Increase, Reduction and Repurchase of Shares.	10
Chapter 5	Financial Assistance for Purchase of Company Shares.	14
Chapter 6	Share Certificates and Register of Shareholders.	16
Chapter 7	Rights and Obligations of Shareholders.	22
Chapter 8	General Meeting.	29
Section 1	General Provisions on General Meeting.	29
Section 2	Proposing and Convening of General Meeting.	32
Section 3	Proposals and Notices of General Meeting.	34
Section 4	Convening General Meeting.	38
Section 5	Voting and Resolutions at General Meetings.	43
Chapter 9	Special Procedures for Voting at Class Meeting.	46
Chapter 10	Board of Directors.	50
Section 1	Directors.	50
Section 2	Independent Non-executive Directors.	52
Section 3	Board of Directors	55
Chapter 11	Secretary to the Board.	63
Chapter 12	Company Secretary.	64
Chapter 13	General Manager.	65
Chapter 14.	Supervisory Committee	67
Section 1	Supervisors	67
Section 2	Supervisory Committee	68
Chapter 15	Qualifications and Obligations of the Company's Directors,
	Supervisors and Senior Management.	71
Chapter 16	Financial Accounting System and Distribution of Profits.	80
Chapter 17	Appointment of an Accounting Firm.	85
Chapter 18	Merger, Division, Dissolution and Liquidation.	88
Section 1	Merger and Division.	88
Section 2	Dissolution and Liquidation.	90
Chapter 19	Amendment to Articles of Association.	94
Chapter 20	Notice.	95
Chapter 21	Settlement of Disputes.	97
Chapter 22	Supplementary Articles.	98

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CHAPTER 1 GENERAL

Article 1 To safeguard the legitimate rights and interests of Wenzhou Kangning Hospital Co., Ltd. (the "Company") and its shareholders and creditors, and to regulate organization and acts of the Company, these Articles of Association are formulated pursuant to the Company Law of PRC (the "Company Law"), the Securities Law of PRC (the "Securities Law"), the Special Provisions of the State Council on the Overseas Offering and Listing of Shares by the Joint Stock Limited Companies (the "Special Provisions"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas, the Guidelines on Articles of Association of Listed Companies, the Letter of Opinions on Supplements and Amendments to the Articles of Association of Companies Listed in Hong Kong, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), and other relevant provisions.

Article 2 The Company is a joint stock limited company duly incorporated in accordance with the Company Law and other relevant laws, administrative regulations or normative documents of the People's Republic of China (the "PRC").

With all shareholders of the original Wenzhou Kangning Hospital Co., Ltd. as the promoters, through the overall conversion of the audited book net assets of the original Wenzhou Kangning Hospital Co., Ltd. as at 31 July 2014, and conducting overall alteration, the Company was established and registered at Wenzhou Administration for Industry and Commerce on 15 October 2014, with the Business License (registration number 330300000044161) granted.

The promoters of the Company comprise 9 parties, 3 of which are natural person shareholders, namely Guan Weili, Wang Lianyue, Wang Hongyue; 6 of which are non-natural person shareholders, namely Guangzhou GL Capital Investment Fund L.P., Beijing CDH Weixin Venture Capital L.P., Beijing CDH Weisen Venture Capital L.P., Ningbo Xinshi Kangning Investment Management L.P., Ningbo Enci Kangning Investment Management L.P. and Ningbo Renai Kangning Investment Management L.P.

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Article 3 The registered Chinese name of the Company is 溫州康寧醫院股份有限公

司.

The English name of the Company is Wenzhou Kangning Hospital Co., Ltd.

Article 4 Domicile of the Company: Shengjin Road, Huanglong Residential District, Wenzhou

Postal code: 325000

Telephone number: 0577-88789117

Fax number: 0577-88789117

Article 5 The chairman of the board of directors (the "Board") is the Company's legal representative.

Article 6 The Company is a perpetual joint stock limited company and an independent business entity with independent corporate properties. It enjoys property ownership of legal person and civil rights in accordance with the laws, and shall assume civil liabilities. All the acts of the Company shall be in compliance with the requirements of the laws, regulations and normative documents of the PRC and shall protect the lawful rights and interests of shareholders. The Company is governed and protected by the laws, regulations and normative documents of the PRC.

Article 7 All the Company's assets are divided into equal shares. Each shareholder is responsible to the Company up to his/her/its subscribed shares. The Company is responsible for its debts up to its total assets.

Article 8 Approved through a resolution at the general meeting and by relevant authorities of the state, these Articles of Association take effect on the day when the overseas-listed foreign shares issued by the Company are listed and commence dealings on The Stock Exchange of Hong Kong Limited (hereinafter referred to as "HK Stock Exchange" or "Hong Kong Stock Exchange"), and supersede the previous articles of association of the Company which have been registered at and filed with the original competent administration for industry and commerce.

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Article 9 From the effective date of these Articles of Association, these Articles of Association shall become a legally-binding document which regulates the Company's organization and acts, the rights and obligations between the Company and shareholders and amongst the shareholders.

These Articles of Association shall be legally binding on the Company, its shareholders, directors, supervisors and senior management, with such personnel being entitled to claim for rights on matters relating to the Company, and undertaking corresponding obligations in accordance with these Articles of Association.

Without prejudice to the provisions of Article 244, and according to these Articles of Association, one shareholder may sue the other shareholders, and the shareholders may sue the Company's directors, supervisors and senior management. The shareholders may sue the Company. The Company may sue the shareholders, directors, supervisors and senior management.

For the purposes of the preceding paragraph, the term "sue" shall include the initiation of proceedings in a court or application to an arbitration organization for arbitration.

The term "senior management" in these Articles of Association refers to the general manager (also known as "president"), executive deputy general manager(s), deputy general manager(s) (also known as "vice president(s)", including "senior vice president(s)"), chief financial officer, secretary to the Board and other personnel expressly appointed by the Board as the Company's senior management. The term "general manager" and "deputy general manager(s)" shall refer to "manager" and "deputy manager(s)" under the Company Law, and "chief financial officer" shall refer to the "person in charge of finance" under the Company Law.

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