Henan Taloph Pharmaceutical Stock Co.Ltd(600222)
Announcement on Amending the articles of association and the rules of procedure of the general meeting of shareholders
The board of directors and all directors of the company guarantee that there are no false records and misleading statements in the contents of this announcement
Jointly and severally liable for the authenticity, completeness and completeness of its contents.
Henan Taloph Pharmaceutical Stock Co.Ltd(600222) (hereinafter referred to as “the company”) in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the rules for the general meeting of shareholders of listed companies (revised in 2022) and other laws, regulations and normative documents, in combination with the operation of the board of directors and the general meeting of shareholders and the actual business development needs of the company, It is proposed to amend some articles of the articles of association and the rules of procedure of the general meeting of shareholders. The specific amendments are as follows:
1、 Amendments to the articles of association:
Original clause revised clause
Article 21 the main sponsor of the company is Zhengzhou Zhongzhong
Sheng Industrial Group Co., Ltd. subscribed for shares of
9995524 shares, with net assets converted into shares;
Other promoters are Henan Zhiyi investment and Development Co., Ltd. Article 21 the main promoters of the company are Zhengzhou Zhongsheng company, Zhengzhou zhulinxian bamboo washing products Co., Ltd. and Industrial Group Co., Ltd. the subscribed shares are 9995.524 Zhengzhou Zhulin refractory material company and Gongyi zhulinxin 10000 shares, and the capital contribution method is the conversion of net assets into shares; The capital contribution was made by China packaging materials factory, with 350000 shares subscribed respectively on August 26, 1998.
Shares, 350000 shares, 350000 shares, 140000 shares, investor
Cash is used in all forms; The contribution date is August 26, 1998
Day.
Article 28 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of Article 26 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; The of shares of the company shall be decided by the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in Item (III), item (V) and item (VI) of Article 26 of the articles of association and the circumstances specified in Item (VI) of Article 26 of the articles of association, The board of directors attended by more than two-thirds of the directors shall adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors. No resolution shall be adopted by the general meeting of shareholders.
Article 43 the general meeting of shareholders is the power of the company
Article 43 the general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
（15） Review the equity incentive plan
（16） Purchase the plan due to the consideration of equity incentive plan and employee stock ownership (I) and (II) in Article 26 (15) of the articles of Association;
Make resolutions on the shares of the company; （16） Review laws, administrative regulations and departmental rules (17) review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental chapters or the articles of association. Other matters.
Article 44 the following external guarantee banks of the company Article 44 the following external guarantee acts of the company shall be reviewed and approved by the general meeting of shareholders. It shall be deliberated and approved by the general meeting of shareholders.
(I) the amount of a single guarantee exceeds 10% of the audited net assets of the company and its holding subsidiaries in the latest period (I); The total amount of external guarantee exceeds 50% of the company’s latest audited net capital (II) any guarantee provided by the company and its holding subsidiaries; The total guarantee amount exceeds the company’s latest audited net assets (II) the company’s total external guarantee amount exceeds any guarantee provided after the latest 50%; After 30% of the total assets audited in phase I, provide (III) any guarantee with an asset liability ratio of more than 70%;
The guarantee provided by the object; (III) the guarantee amount of the company within one year exceeds 30% of the latest audited total assets of the company within 12 consecutive months according to the guarantee amount; If the total liabilities of the company in the most recent period exceed 70% (IV) of the total assets of the company after audit, it shall be 30%; The guarantee provided by the guarantee object;
(V) according to the principle of accumulative calculation of the amount of guarantee within 12 consecutive months (V), the amount of single guarantee exceeds 10% of the company’s latest audited net assets;
50% of the net assets and the absolute amount exceeds 50 million (Ⅵ) for shareholders, actual controllers and their related parties
More than yuan; Guarantee provided.
(VI) the guarantee for shareholders, actual controllers and their affiliates in Item (III) of the preceding paragraph shall be provided by the parties attending the meeting. Passed by more than two-thirds of the voting rights held by the shareholders. The guarantee in Item (IV) of the preceding paragraph shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 70 the general meeting of shareholders shall be presided over by the chairman. Article 70 the general meeting of shareholders shall be presided over by the chairman. When the chairman of the board of directors is unable or fails to perform his duties, the chairman of the board of directors is unable or fails to perform his duties, and half of the vice chairmen preside over the meeting; If the vice chairman is unable to perform his duties or is jointly elected by the above directors, the vice chairman shall preside over the meeting; If the deputy director fails to perform his duties, more than half of the directors shall jointly promote the chairman. If he is unable to perform his duties or fails to perform his duties, one director elected by half shall preside over the meeting. A director jointly elected by the above directors presides over the meeting.
Article 80 the following matters shall be adopted by special resolution of the general meeting of shareholders:
…… ……
（2） Division, merger, dissolution and liquidation of the company; （2） Division, division, merger, dissolution and liquidation of the company;
（6） Adjust the company’s profit distribution policy
（7） (6) other matters stipulated by laws, administrative regulations or the articles of association, which will have a significant impact on the company’s assets and the company’s assets determined by the general meeting of shareholders by ordinary resolution, which need to be passed by special resolution, and which need to be passed by special resolution.
matter.
Article 81 Article 81
…… ……
Where a shareholder has the right to buy more than 63% of the shares or the voting rights of the company’s board of directors in violation of the provisions of Article 1 of the company law or Article 1 of the company law, the shareholders who have the right to buy more than 2% of the shares or the voting rights of the company’s board of directors shall have the right to vote in accordance with the provisions of Article 63 of the company law The investor protection institution that establishes the shares in excess of the specified proportion in accordance with the administrative regulations or the provisions of the CSRC may act as the solicitor and may not exercise the voting rights within 16 months, and shall not be included in the total number of shares with voting rights attending or entrusting securities companies and securities service institutions to open the general meeting of shareholders. Request the shareholders of the company to entrust them to attend the general meeting of shareholders on their behalf. The board of directors, independent directors, shareholders holding 1% of the voting shares and exercising the proposal right, voting right and other shareholders’ rights on their behalf. However, the shareholders with the above voting shares or the solicitors in accordance with laws and regulations shall disclose the solicitation documents, and the company shall cooperate with the investment established by government regulations or the provisions of the CSRC. It is prohibited to pay or pay in disguised form. The protection institution may publicly solicit shareholders’ voting rights. Solicitation of shareholders’ rights in public. If the public solicitation of shareholders’ rights violates shareholders’ voting rights, the solicited person shall fully disclose the specific voting intention against laws, administrative regulations or relevant regulations of the CSRC. It is prohibited to publicly solicit shareholders’ voting rights by means of compensation or compensation in disguised form, which causes losses to the company or its shareholders. In addition to legal conditions, it shall be liable for compensation according to law. In addition, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 98 directors shall be elected or replaced by the general meeting of shareholders for a term of three years. Directors may be re elected upon expiration of their term of office
Article 98 directors shall be elected or re elected by the shareholders’ meeting. Before submitting to the board of directors for voting,
He may be removed from his post by the general meeting of shareholders before the expiration of his term of office, and his qualification shall be approved by the nomination committee of the board of directors in advance
Business. The term of office of the directors is three years, and they can be re elected upon expiration of their term of office. Approved by the board of supervisors. Before the expiration of a director’s term of office, the general meeting of shareholders cannot remove him without reason.
Article 103 when a director’s resignation becomes effective or his term of office expires, he shall complete all handover procedures to the board of directors. Upon expiration, he shall complete all handover procedures to the board of directors, his loyalty obligations to the company and shareholders, and his loyalty obligations to the company and shareholders during his term of office, It shall not be automatically dissolved after the end of the term of office, and the merger specified in the articles of association shall not be automatically dissolved, and shall remain valid within 2 years after the end of the term of office However, it is effective
Article 113 the board of directors shall have one chairman
Article 113 the board of directors shall have one chairman, one vice chairman, and the chairman and vice directors of the company
And vice chairman. The chairman and vice chairman of the board of directors shall be held by the directors who have served for more than one term, and shall be elected by the board of directors
The board of directors shall be elected by more than half of all directors.
More than half of all directors are elected.
Article 115 the vice chairman of the company shall assist Article 115 the vice chairman of the company shall assist the chairman of the board of directors in his work. If the chairman of the company is unable to perform his duties or the work of the director, and the chairman of the company is unable to perform his duties or fails to perform his duties, the vice chairman shall perform his duties; If the vice chairman elected by more than half of the directors is unable to perform his duties or fails to perform his duties, the chairman shall perform his duties; If the vice chairman is unable to perform his duties or, a director shall be jointly recommended by more than half of the directors. If the vice chairman fails to perform his duties, more than half of the directors shall jointly recommend him to perform his duties. A director performs his duties.
Article 118 the board of directors shall convene an interim board meeting
Article 118 the notice method of the board of directors convening an interim board meeting is as follows: each meeting shall be held on
The notice method of the meeting is: written notice, fax and telegram. All directors shall be notified in writing ten days before the meeting is held.
Sub mail and other convenient and efficient ways; The notice time limit, but in case of emergency, it can be retained by the directors in the company
For: five days before the meeting, in case of special or emergency, the company shall notify the meeting at any time by telephone, fax and other communication methods
May not be subject to the time limit of this notice.
Interim meeting of the board of directors.
Article 122 voting Party of the resolution of the board of directors Article 122 the voting method of the resolution of the board of directors is: open ballot, and each director has one vote, which is: open ballot or show of hands.
Right of decision. On the premise of ensuring that the directors fully express their opinions, the interim meeting of the board of directors can be held by telephone, fax, video conference, etc. on the premise of ensuring that the directors fully express their opinions, the interim meeting of the board of directors can be held by telephone, fax and other means and make resolutions, which shall be signed and made by the participating directors and signed by the participating directors. Word.
Article 128 in the company’s controlling shareholder unit article 128 a person who holds an administrative position other than a director or supervisor in the company’s controlling shareholder, a person who holds an administrative position other than a director or supervisor shall not hold a senior position in the company
