Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
constitution
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope three
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares seven
Section III share transfer seven
Chapter IV 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 thirteen
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders seventeen
Chapter V board of Directors twenty
Section 1 Directors twenty
Section II board of Directors twenty-two
Section III Special Committee of the board of Directors twenty-six
Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-eight
Section I supervisors twenty-eight
Section II board of supervisors twenty-eight
Chapter VIII Financial Accounting system, profit distribution and audit twenty-nine
Section I financial accounting system twenty-nine
Section II Internal Audit thirty-two
Section III appointment of accounting firm thirty-three
Chapter IX notices and announcements thirty-three
Section I notice thirty-three
Section II announcement thirty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation thirty-four
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) articles of Association
Chapter XI amendment of the articles of Association 36 Chapter XII Supplementary Provisions thirty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as 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 laws, regulations and other relevant provisions.
Article 2 the company is a joint stock limited company established by initiation in accordance with the relevant provisions of the company law, the securities law and other laws, regulations and normative documents.
The company was established by Beijing Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Pharmaceutical Research Co., Ltd. (hereinafter referred to as Nuohe Co., Ltd.) according to the overall change of audited book net asset value converted into shares as of January 31, 2020, registered with Changping District market supervision and Administration Bureau of Beijing, obtained a business license and unified social credit code [91110107685771683f]. Article 3 the company was registered with the China Securities Regulatory Commission (hereinafter referred to as the CSRC) on May 10, 2021, issued 2000000000 RMB ordinary shares to the public for the first time, and was listed on the Shanghai Stock Exchange on June 21, 2021.
Article 4 registered name of the company: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) .
English Name: Beijing Sun novo Pharmaceutical Research Co., Ltd
Article 5 domicile of the company: the first floor of building 7, yard 79, Shuangying West Road, science and Technology Park, Changping District, Beijing; Postal Code: 102200.
Article 6 the registered capital of the company is RMB 80 million.
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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 shall be legally binding on 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, chief financial officer and Secretary of the board of directors 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 is to standardize the operation according to law and maximize the interests of the company and its shareholders.
Article 14 after being registered according to law, the business scope of the company is: pharmaceutical research and experimental development; In medicine
Development and transfer of pilot technology for intermediate chemicals; Technical inspection; Information consultation (excluding intermediary services);
Technical consultation and technical services; Commissioned production of drugs; Inspection and testing services; Technology import and export, product import and export.
(enterprises shall independently choose business projects and carry out business activities according to law; projects subject to approval according to law shall be approved by relevant departments
Carry out business activities according to the approved contents after the approval of the door; It is not allowed to engage in activities prohibited and restricted by the industrial policies of the state and this Municipality
Business activities of such projects.)
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 kind
Shares shall have equal rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any unit or unit
The same price shall be paid per share for the shares subscribed by the bidder.
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 registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
Centralized custody of the company.
Article 19 the promoters of the company shall use the Beijing Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) pharmaceutical research and Development Co., Ltd. held by them when the company is established
The net assets corresponding to the equity of a limited company are converted into shares to subscribe for the shares of the company, and the registration at the time of establishment of the company
The capital shall be fully paid when the company is established. The promoters at the time of establishment of the company and the number of shares subscribed, shareholding ratio
The mode and time of capital contribution are as follows:
Serial number number number of shares held by the initiator shareholding ratio contribution method contribution time (share)
1. Li Qian 22069500367825% net assets converted into 202003.21 shares
2 Liu Yujing 42808607.1348% net assets converted into 202003.21 shares
3 Hangzhou Fangyu investment partnership (limited partnership) 28523064.7538% net assets converted into 202003.21 shares
4 Shao Yan 24 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .0000% net assets converted into 202003.21 shares
5. Tuoxin right 24 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .0000% of net assets converted into 202003.21 shares
Serial number number number of shares held by the initiator shareholding ratio contribution method contribution time (share)
6 Foshan Jingxiang Chuangli equity investment partnership (limited partnership) 20250013.3750% net assets converted into 202003.21 shares
7 Hangzhou Kaitai minde investment partnership (limited partnership) 18400003.0667% net assets converted into 202003.21 shares
8. Guangzhou Guangfa Xinde phase I health industry investment enterprise (limited to 1607783, 2.6796% of net assets converted into 202003.21 partners) shares
9 Hangzhou Haida Mingde venture capital partnership (limited partnership) 15676802.6128% net assets converted into 202003.21 shares
10. Ningbo Haida Ruiying venture capital partnership (limited partnership) 13968022 2.3280% net assets converted into 202003.21 shares
11 Guangzhou Zhengda venture capital partnership (limited partnership) 13365472.2276% net assets converted into 202003.21 shares
12 Tianjin TEDA Shenglin venture capital partnership (limited partnership) 13200462.2001% net assets converted into 202003.21 shares
130000 Haitao 13064002.1773% net assets converted to 202003.21
