Joincare Pharmaceutical Group Industry Co.Ltd(600380)
constitution
The first extraordinary general meeting of shareholders in 2022 was held on February 11, 2022 and came into force after deliberation and approval
catalogue
general provisions
Chapter II business purpose and scope
Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI president and other senior managers
Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of Association
Chapter XII supplementary provisions
I
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 (hereinafter referred to as the Securities Law) and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the relevant laws, regulations, administrative rules and other relevant provisions of the state and Shenzhen city.
The company was established by way of sponsorship with the approval of Shenfu (1999) No. 197 document of Shenzhen Municipal People’s government; Registered with Shenzhen Administration for Industry and Commerce and obtained a business license. The registration number of the business license is 4403044066279.
Article 3 with the approval of the China Securities Regulatory Commission on February 6, 2001, the company issued 70 million RMB ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on June 8, 2001. Article 4 registered name of the company:
Chinese Name: Joincare Pharmaceutical Group Industry Co.Ltd(600380)
English Name: Joincare Pharmaceutical Group Industry Co., Ltd
Article 5 domicile of the company: Pharmaceutical Group Building Joincare Pharmaceutical Group Industry Co.Ltd(600380) No. 17, Langshan Road, North District, high tech Zone, Nanshan District, Shenzhen, people’s Republic of China, postal code: 518057.
Article 6 the registered capital of the company is 1905357843 yuan.
Article 7 the business term of the company is 50 years, ending on December 18, 2014.
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, 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 The term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the business purpose of the company: adopt advanced and applicable technology and scientific management methods, improve product quality, develop new products, strengthen competitiveness in the international market in terms of quality and price, improve economic benefits, and enable all shareholders to obtain satisfactory return on investment.
Article 14 after being registered according to law, the business scope of the company:
General business items: entrusted production of drugs; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Licensed business items: R & D of Chinese patent medicines, chemical APIs, chemical pharmaceutical preparations, antibiotic APIs and antibiotic preparations (excluding R & D of Chinese herbal medicines and secret prescription products of Chinese patent medicines protected by the state), wholesale Import and export and related supporting businesses (for commodities that do not involve state-owned trade management, commodities that involve quota, license management and other special regulations, applications shall be handled in accordance with the relevant provisions of the state); Research and development of food, health food and cosmetics; Sales of prepackaged food (excluding frozen food), sales of special food (sales of health food and formula food for special medical purposes), R & D and sales of class I and class II medical devices. Production of class I medical devices; Production of class II medical devices; Production of class III medical devices; The third category of medical device business. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the company is a joint stock limited company changed from Shenzhen Madame Pharmaceutical Co., Ltd. in accordance with the law. The promoters at the time of its establishment were Shenzhen baiyeyuan Investment Co., Ltd., Hongxin Bank Co., Ltd., Shenzhen qianguanghui Computer Technology Co., Ltd., Jiaozuo Chenggong chemical products Co., Ltd. and Shenzhen guoyunhong Trading Co., Ltd, The company issued 120.648 million ordinary shares to Shenzhen baiyeyuan Investment Co., Ltd. and 45.7 million ordinary shares to Hongxin Bank Co., Ltd.
Article 20 the total number of ordinary shares approved to be issued by the company is 1905357843.
Article 21 the company or its subsidiaries (including its subsidiaries) 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 22 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 23 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 24 the company shall not purchase its own shares. Except for one 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) 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) necessary for safeguarding the company’s value and shareholders’ rights and interests;
Article 25 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 own shares due to the circumstances specified in Item (III), (V) and (VI) of paragraph 1 of Article 24, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of 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 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 of the company they hold and their changes. During their term of office, 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 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 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares 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, unless a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or under other circumstances prescribed by the securities regulatory authority under the State Council.
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, 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 31 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.
The company shall sign a share custody agreement with the securities registration authority, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure of the company.
Article 32 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 33 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) review the articles of association and the names of shareholders
