Jinling Pharmaceutical Company Limited(000919) articles of Association
(implemented in September 1998; first revision in June 2003; second revision in December 2004; third revision in May 2005; Fourth Revision in April 2006; fifth revision in August 2007; sixth revision in June 2008; seventh revision in February 2009; eighth revision in May 2010; Ninth Revision in August 2012; Tenth Revision in June 2014; 201) The 11th revision in December 2007; The twelfth revision in May 2018; The 13th revision in June 2020; The 14th revision in December 2020; The 15th revision in January 2021; (16th revision in January 2022)
catalogue
Chapter I General Provisions Chapter II business purpose and scope two
Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer three
Chapter IV shareholders and general meeting of shareholders four
Section 1 shareholders four
Section II general provisions of the general meeting of shareholders seven
Section III convening of the general meeting of shareholders eight
Section IV proposal and notice of the general meeting of shareholders nine
Section V convening of the general meeting of shareholders ten
Section VI voting and resolutions of the general meeting of shareholders twelve
Chapter V board of Directors fifteen
Section 1 Directors fifteen
Section II board of Directors seventeen
Chapter VI president and other senior managers twenty-one
Chapter VII board of supervisors twenty-two
Section I supervisors twenty-two
Section II board of supervisors twenty-three
Chapter VIII Party Committee twenty-four
Section 1 institutional setting of Party organizations twenty-four
Section II functions and powers of the Party committee of the company twenty-four
Section III functions and powers of the company’s Discipline Inspection Commission twenty-five
Chapter IX Financial Accounting system, profit distribution and audit twenty-five
Section I financial accounting system twenty-five
Section II Internal Audit twenty-seven
Section III appointment of accounting firm twenty-eight
Chapter X notice and announcement twenty-eight
Section I notice twenty-eight
Section II announcement twenty-nine
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation twenty-nine
Section 1 merger, division, capital increase and capital reduction twenty-nine
Section 2 dissolution and liquidation thirty
Chapter XII amendment of the articles of Association thirty-one
Chapter XIII Supplementary Provisions thirty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, the articles of association 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 and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was approved by the General Logistics Department of the Chinese people’s Liberation Army (1998) Hou Sheng Zi No. 261 document and was established in the form of initiation. The company is registered with Nanjing Administration for Industry and Commerce and has obtained a business license. The unified social credit code of the company is 9132019224974756
Article 3 with the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), the company issued 80 million RMB common shares to the public for the first time on August 27, 1999 and was listed on Shenzhen Stock Exchange on November 18, 1999.
Article 4 registered name of the company: Jinling Pharmaceutical Company Limited(000919)
Jinling Pharmaceutical Company Limited
Article 5 company domicile: No. 58, Xingang Avenue, Nanjing Economic and Technological Development Zone, Nanjing, Jiangsu Province, postal code: 210038.
Article 6 the registered capital of the company is 504 million yuan.
Article 7 the company is a permanent joint stock limited company.
According to the provisions of the constitution of the Communist Party of China and the regulations of the Communist Party of China on the work of grass-roots organizations in state-owned enterprises (for Trial Implementation), the organization of the Communist Party of China is established. The Party committee plays a leading role, takes direction, manages the overall situation and ensures implementation, and discusses and decides major matters of the enterprise in accordance with the provisions. The company establishes the working organization of the party and is equipped with a certain proportion of full-time and part-time party affairs staff to ensure the working funds of the party organization.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the company’s vice president, Secretary of the board of directors, chief accountant (person in charge of Finance), chief engineer, chief economist and assistant to the president.
Chapter II business purpose and scope
Article 12 business purpose of the company: in accordance with international practices and standardized joint-stock company operation mode, guided by the foreign market, centered on production and operation, aimed at improving economic benefits and seeking enterprise development, the company will maximize the needs of users, create the best benefits, repay shareholders, and build the company into a collection of science, industry and technology with first-class products and services A first-class pharmaceutical enterprise at home and abroad integrating trade.
Article 13 after being registered according to law, the business scope of the company includes: the sales of Chinese and Western medicine raw materials and preparations, biochemical products, medical devices, class I medical devices, class II medical devices, class III medical devices, daily masks (non-medical), health food, cosmetics, medical packaging and decoration printing products, and the production and sales of natural beverages (limited to branches).
New product development, technical service and development, medical information service; Operate the export business of self-produced products and technologies of the enterprise, and the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required by the production and scientific research of the enterprise (except for goods and technologies limited by the state and prohibited by the state); Operation of incoming processing and “three supplies and one compensation” business; Road freight transportation. (business activities can only be carried out after the approval of relevant departments and projects according to law)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Nanjing Jinling Pharmaceutical (Group) Co., Ltd., enterprise administration bureau of Fuzhou General Hospital of Nanjing Military Region, Suzhou Enterprise Administration Bureau of Logistics Department of Nanjing Military Region, the first branch of Nanjing Enterprise Administration Bureau of Logistics Department of Nanjing Military Region and Xuzhou Enterprise Administration Bureau of logistics Department of Nanjing Military Region, all of which are invested in net assets. The contribution date is September 8, 1998.
Article 19 the total number of shares of the company is 504 million, and the capital structure of the company is: 504 million ordinary shares in RMB, without other types of shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not use gifts, advances
Section II increase, decrease and repurchase of shares
Article 21 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 23 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders.
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 25 the company’s acquisition of shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders; The acquisition of the company’s shares due to items (III), (V) and (VI) shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 23, if it falls under item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years; The funds used for the acquisition shall be paid out of the company’s after tax profits.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the six-month time limit.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shares of the same class
