Henan Taloph Pharmaceutical Stock Co.Ltd(600222)
Articles of Association
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III Party Building Chapter IV shares six
Section 1 share issuance six
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter V shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter VI board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Chapter VII managers and other senior managers 29 Chapter VIII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-one
Chapter IX Financial Accounting system, profit distribution and audit thirty-three
Section I financial accounting system thirty-three
Section II Internal Audit thirty-six
Section III appointment of accounting firm thirty-six
Chapter X notice and announcement thirty-six
Section I notice thirty-six
Section II announcement thirty-seven
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-seven
Section 1 merger, division, capital increase and capital reduction thirty-seven
Section 2 dissolution and liquidation thirty-eight
Chapter XII amendment of the articles of Association 40 Chapter XIII Supplementary Provisions forty
Chapter I General Provisions
Article 1 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 (hereinafter referred to as the “Securities Law”) and other relevant provisions in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Henan Taloph Pharmaceutical Stock Co.Ltd(600222) (hereinafter referred to as “the company” or “the company”) is a joint stock limited company (listed company) established in accordance with the company law and other relevant provisions.
The company was established in the form of sponsorship with the approval of Henan Provincial Commission of economic reform Yu Gu PI Zi (1998) No. 38 document; Registered with Henan Administration for Industry and Commerce and obtained a business license. The unified social credit code is 9141000706786295n.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on August 6, 1999, the company issued 35 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on November 5, 1999.
Article 4 registered name of the company: full Chinese Name: Henan Taloph Pharmaceutical Stock Co.Ltd(600222)
Full English Name: hen taloph Pharmaceutical Stock Co., Ltd
Article 5 company domicile: No. 8, Jinsuo Road, Zhengzhou high tech Industrial Development Zone
Postal Code: 450001
Article 6 the registered capital of the company is 573886283 million yuan and the paid in capital is 573886283 million yuan.
Article 7 the company is a permanent joint stock limited company.
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 of the company 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, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company establishes an organization of the Communist Party of China (hereinafter referred to as “party organization”) in accordance with the articles of association of the Communist Party of China (hereinafter referred to as “party constitution”) and other relevant provisions, and the party organization of the company plays the role of leadership core and political core. The company establishes the working organization of the party and is equipped with sufficient party affairs staff to ensure the working funds of the party organization.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to adhere to a high starting point and strict management, occupy the international and Chinese markets with first-class products, first-class services and first-class benefits, and realize the business philosophy of “health care and social responsibility”.
Article 14 after registration according to law, the business scope of the company is: production and sales of drugs (limited to companies and branches operating with valid licenses); Production and sales of health food; Sales of prepackaged food; Cultivation and sale of medicinal plants (in accordance with relevant national regulations); Sales of medical devices; Sales of sanitary disinfection products (excluding flammable and explosive dangerous chemicals); Sales of cosmetics; Consulting services and technical services; Operate the import and export business of self-produced products and related technologies of the enterprise (except for goods and technologies restricted or prohibited by the state) (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments). Chapter III Party Building
Article 15 the company shall establish a party organization, and the positions of secretary, deputy secretary and member of the party organization shall be set according to the reply of the superior party organization, and shall be elected or appointed in accordance with the party constitution and other relevant provisions.
Eligible Party members can enter the board of directors, the board of supervisors and the management through legal procedures. Eligible Party members of the board of directors, the board of supervisors and the management can enter the party organization in accordance with relevant conditions and procedures.
Article 16 the party organization of the company shall perform its duties in accordance with the party constitution, the regulations on the work of the Party group of the Communist Party of China and other inner-party regulations.
(I) ensure and supervise the implementation of the party and national policies in the company, implement the major strategic decisions of the state and local governments, and implement the relevant important work arrangements of the superior party organizations.
(II) adhere to the principle of the party’s management of cadres and combine the selection of managers by the board of directors according to law and the use of human rights by managers according to law.
The party organization deliberates and puts forward opinions and suggestions on the candidates nominated by the board of directors or the general manager, or recommends the nominated candidates to the board of directors and the general manager.
(III) study and discuss the reform, development and stability of the company, major business and management matters and major issues involving the vital interests of employees, and put forward opinions and suggestions.
(IV) assume the main responsibility of comprehensively and strictly administering the party. Under the leadership of the superior party organization, be responsible for the ideological and political work, United Front work, spiritual civilization construction, enterprise culture construction and trade union of the company. Lead the construction of Party style and clean government and fulfill the responsibility of supervision.
Chapter IV shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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 19 the par value of the shares issued by the company shall be indicated in RMB.
Article 20 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 21 the main sponsor of the company is Zhengzhou Zhongsheng Industrial Group Co., Ltd., with 9995524 shares subscribed, and the way of capital contribution is to convert net assets into shares; The contribution date is August 26, 1998.
Article 22 the total number of shares of the company is 573886283, all of which are ordinary shares.
Article 23 the company or its subsidiaries (including subsidiaries of the company) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans. Section II increase, decrease and repurchase of shares
Article 24 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 25 the company may reduce its registered capital. The reduction of the registered capital of a company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 26 the company shall not purchase its own shares. However, except under any of 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) the 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 27 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of association, it shall be carried out through public centralized trading.
Article 28 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 26 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 26 of the articles of association, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors, and there is no need for the resolution of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 26 of the articles of association, if it belongs to the situation in 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 six 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. Section 3 share transfer
Article 29 the shares of the company may be transferred according to law.
Article 30 the company does not accept the shares of the company as the subject matter of the pledge.
Article 31 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares that have been 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 (including preferred shares) of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company they hold; The shares held by the company shall not be transferred within one 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 32 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, except for other circumstances stipulated by the securities regulatory authority under the State Council, where a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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 paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter V shareholders and general meeting of shareholders
Section 1 shareholders
Article 33 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; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 34 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 35 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) check the articles of association, the register of shareholders and the stubs of corporate bonds
