Securities code: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) securities abbreviation: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Announcement No.: 2022009 Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Announcement on changing the business scope of the company and amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as "the company") held the 16th meeting of the first board of directors on February 25, 2022, deliberated and adopted the proposal on changing the business scope of the company and amending the articles of association, which needs to be submitted to the general meeting of shareholders of the company for deliberation.
1、 Changes in the company's business scope
The original business scope of the company: "pharmaceutical research and test development; trial production technology development and technology transfer of pharmaceutical intermediate chemicals; technology testing; information consulting (excluding intermediary services); technical consulting and technical services; entrusted production of drugs; inspection and testing services. (market entities shall independently choose business items and carry out business activities according to law; inspection and testing services and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) "
Business scope to be changed: "pharmaceutical research and test development; trial production technology development and technology transfer of pharmaceutical intermediate chemicals; technology testing; information consulting (excluding intermediary services); technical consulting and technical services; entrusted production of drugs; inspection and testing services; technology import and export and product import and export. (market entities shall independently choose business items and carry out business activities in accordance with the law; for items that must be approved by inspection and testing services in accordance with the law, they shall carry out business activities in accordance with the approved contents after being approved by relevant departments; they shall not engage in business activities of items prohibited and restricted by national and municipal industrial policies.) "
(the final business scope approved by the market supervision and administration department shall prevail)
2、 Amendments to the articles of Association
In view of the company's intention to change its business scope, and in accordance with the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2) and the relevant provisions of the company law issued by the China Securities Regulatory Commission on January 5, 2022, the articles of association are revised as follows:
Before and after Clause amendment
Article 2 the company is a joint stock limited company established in accordance with the relevant provisions of the company law, the securities law and other laws, regulations, normative documents and securities law and other laws, regulations and normative documents. Incorporated company limited by shares.
The company is established by Beijing Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Pharmaceutical Co., Ltd. and Beijing Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Pharmaceutical Research Co., Ltd. (hereinafter referred to as novo Research Co., Ltd.) According to the deadline as of January 31, 2020), according to the audited book net asset value converted into shares as of January 31, 2020, the audited book net asset value converted into shares was established as a whole, changed and established in the municipal body of Changping District, Beijing, registered with the market supervision and Administration Bureau of Changping District, Beijing and registered with the market supervision and Administration Bureau, And obtain a business license. Business license, unified social credit code [91110107685771683f]
The company establishes a Communist Party organization and carries out article 12 in accordance with the provisions of the articles of association of the Communist Party of China
Party activities. The company provides necessary conditions for the activities of the party organization.
After registration according to law, the business scope of the company is registered according to law. The business scope of the company is: pharmaceutical research and experimental development; The medical circle is: pharmaceutical research and experimental development; Development of trial production technology of pharmaceutical intermediate chemicals, development of trial production technology of pharmaceutical intermediate chemicals and technology transfer; Technical inspection; Information consulting technology transfer; Technical inspection; Information consultation (excluding intermediary services); Technical consultation, (excluding intermediary services); Technical consultation and Article 14 technical services; Inspection and testing services; Pharmaceutical technical services; Commissioned production of drugs; To inspect and commission the production of drugs; Inspection and testing services;. Testing services; Technology import and export Product import (export) enterprises and market entities choose to export independently according to law. (enterprises shall independently choose business items and carry out business activities according to law; inspection items and carry out business activities; items subject to testing services and approval according to law shall be approved by relevant departments, and business activities shall be carried out according to the approved contents after being approved by relevant departments; no)
Carry out business activities according to the contents of the project; It is not allowed to engage in business activities that are prohibited, restricted or restricted by the industrial policies of the state and this Municipality.) Business activities of manufacturing projects.)
According to the needs of business development, the company can
So as not to violate Chinese laws and perform
All necessary approvals or approval procedures have been completed
After, increase, decrease or adjust the business scope
Enclosure and mode of operation.
The issuance of shares of the company shall be subject to the principles of openness, fairness and impartiality. Each share of the same kind shall have the same rights. Each share of the company shall have equal rights. For shares of the same class issued at the same time, Article 16 shall apply to each share of the same class issued at the same time
The issuance conditions and price of shares shall be the same; The issuance conditions and price of shares shall be the same; For the shares subscribed by any unit or individual, the same price shall be paid for each share subscribed by any unit or individual.
Each share shall pay the same price.
The shares issued by the company and the shares issued by China Securities Depository and Clearing Co., Ltd. shall be listed in Article 18 of China Securities Depository and Clearing Co., Ltd. centralized securities depository and Clearing Co., Ltd. Shanghai
Depository. Centralized custody of branches.
The company or its subsidiaries (including
The company or its subsidiaries (including the company's subsidiaries) shall not give gifts or advances
(subsidiaries of the company) shall not be in the form of gift, capital contribution, guarantee, compensation or loan,
In the form of advance, guarantee, compensation or loan, this article applies to the purchase or proposed purchase of shares of the company
Provide any assistance to those who purchase or intend to purchase shares of the company.
Provide any financial assistance to others.
Article 24 under the following circumstances, the company may not purchase its own shares in accordance with the company's requirements. Article in accordance with laws, administrative regulations, departmental rules and regulations, except under any of the following circumstances:
According to the provisions of the articles of association, the acquisition of shares of the company (I) reduces the registered capital of the company
Copy: this;
(I) reduce the registered capital of the company; (II) merger with other companies holding shares of the company;
(II) merge with other companies holding shares of the company (III) use shares for employees; Share plan or equity incentive;
(III) use the shares for employee holding (IV) shareholders' share plan or equity incentive to the general meeting of shareholders; (IV) the shareholders who hold the resolution on the merger and division of the company require the company to purchase their shares due to their objection to the general meeting of shareholders; (V) the company is required to acquire its shares by using its shares for public discussion; The company that can be converted into shares issued by the company (V) uses its shares to convert corporate bonds;
Companies that can be converted into shares issued by the company (Ⅵ) the company maintains corporate bonds; Value and shareholders' equity.
(VI) the company is to maintain the company price
Value and shareholders' equity.
(VII) in addition to the above circumstances, the company
Shall not acquire shares of the company.
Except for the above circumstances, the company shall not accept
Purchase shares of the company.
The company may acquire its own shares through public centralized trading, or the laws, administrative regulations and CSRC recognize that the company shall not acquire its own shares except under the above circumstances
It can be done in other ways.
Article 25 shares of the company.
Due to Article 24 of the articles of association, the company shall not acquire the company except for the above circumstances
Items (III), (V) and (VI) company shares.
The acquisition of shares of the company under the circumstances specified in item shall be carried out through public centralized trading.
If the company purchases its shares due to the reasons specified in items (I) and (II) of Article 24 of the articles of association due to items (I) and (II) of Article 23 of the articles of association, the purchase of its shares shall be subject to the circumstances of shareholders, and the resolution of the general meeting shall be adopted; The company adopts the resolution of the general meeting of shareholders in accordance with Article 23; The company
If the company's shares are purchased under the circumstances specified in items (III), (V) and (VI) of Article 24, items (III) and (V), the company's shares may be purchased in accordance with the provisions of the articles of association or the company's shares. If the company's shares are purchased in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, more than two-thirds of the provisions or the authorization of the general meeting of shareholders, Resolutions of the board meeting attended by directors. If more than two-thirds of the directors are present, the company shall make resolutions at the meeting in accordance with Article 23 of the articles of association.
After the acquisition of the company's shares in accordance with the provisions of this article, if the company is under the circumstances of item (I) of Article 24 of the articles of association, it shall be cancelled within 10 days from the date of acquisition of the company's shares in accordance with the provisions of this article; In the case of item (II) (I), it shall be cancelled within 10 days from the date of acquisition or item (IV); Transfer or cancellation within the sixth month of (II); In the case of items (III), (V) and (VI), it shall be transferred or cancelled within six months; In case of item, the total number of shares of the company (III), (V) and (VI) held by the company shall not exceed 10% of the total shares of the company held by the company in case of item issued by the company
