Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
Amendment to the articles of Association
In accordance with the relevant provisions of the company law of the people’s Republic of China, the guidelines for the articles of association of listed companies (revised in 2022), the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws, regulations and normative documents, and in combination with the actual situation of the company, It is hereby proposed to amend the Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) articles of association as follows:
Before and after modification
Article 40 the general meeting of shareholders is the power organ of the company. Article 40 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 company’s meeting one of the following standards (XV) review the transactions (excluding the company’s donated cash assets): Transactions (excluding the company’s donated cash assets):
1. The total assets involved in the transaction account for the most of the listed company. 1. The total assets involved in the transaction account for more than 50% of the total audited assets of the listed company in the latest period. The transaction involves more than 50% of the total audited assets in the latest period. If the total assets involved in the transaction have both book value and evaluated value, and the total assets have both book value and evaluated value, Take the higher as the calculation data; 2. The net assets involved in the subject matter of the transaction (such as shares, whichever is higher; 2. The ownership of the relevant operating income of the subject matter of the transaction (such as equity) in the latest accounting year) account for more than 50% of the audited net assets of the listed company in the latest accounting year, and the absolute amount exceeds more than 50%, And the absolute amount exceeds 50 million yuan; 50 million yuan. The net assets involved in the transaction are the same as 3. If the subject matter of the transaction (such as equity) has book value and evaluation value in the latest accounting year, the higher one shall prevail; The degree related net profit accounts for more than 50% of the audited net profit of the subject matter of the transaction (such as equity) in the latest accounting year, and the absolute amount exceeds the degree related operating income, accounting for 5 million yuan of the company in the latest accounting year; 4. The transaction amount of the transaction (including more than 50% of the audited operating income, and the absolute amount bears debts and expenses) accounts for more than 50 million yuan of the company’s latest audited net capital; 4. The relevant net profit of the subject matter of the transaction (such as more than 50% of the share property and the absolute amount of more than 50 million yuan) in the most recent fiscal year accounts for 50% of the citizen’s currency; 5. The profit generated from the transaction accounts for 50% of the audited net profit of the company in the latest fiscal year, more than 50% of the audited net profit in the latest fiscal year, and the absolute amount is more than 5 million yuan; 5. The amount exceeds 5 million yuan; In the calculation of the above indicators, the transaction amount of transactions (including debts and expenses) accounts for
If the data involved is negative, take its absolute value for calculation; 6. More than 50% of the latest audited net assets of the company, and the transaction amount between the company and related natural persons is 500 pairs, with an amount of more than 50 million yuan; 6. Related party transactions of more than RMB million generated from transactions, and the profits of the company and related legal persons account for more than 50% of the audited net transactions of the company in the latest fiscal year (except that the company receives cash assets and provides guarantee profits, and the absolute amount exceeds RMB 5 million), with an amount of more than RMB 30 million, accounting for RMB; If the data involved in the calculation of the above indicators is more than 5% of the absolute value of the latest audited net assets of the company, the absolute value shall be taken for calculation; 7. Related party transactions between the company and its affiliates. The transactions of the company only meet the criteria of item 3 or item 5 of the related party with a transaction amount of more than 5 million yuan, and the transactions of the company in the latest accounting year, And the amount of transactions between the company and affiliated legal persons (except for cash assets and guarantees provided by the company if the absolute value of earnings per share of the company is less than 0.05 yuan), which can be applied to Shenzhen stock exchange for exemption from submission to shareholders of more than 30 million yuan, and accounts for more than 30% of the company’s recent general meeting. Audit related party transactions with an absolute value of more than 5% of net assets. The transactions of the company only meet the criteria of item 3 or 5 above, and the absolute value of earnings per share of the company in the latest fiscal year is less than 0.05 yuan, The company may apply to Shenzhen stock exchange for exemption and submit it to the general meeting of shareholders for deliberation.
Article 77 the following matters shall be approved by the general meeting of shareholders by special resolution:
(III) the articles of association and its annexes (including the general meeting of shareholders) (III) the amendment of the articles of Association; Amendments to the rules of procedure, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
Article 82 the list of candidates for directors and supervisors shall be in accordance with Article 82
The proposal shall be submitted to the shareholders’ meeting for voting.
The proposal shall be submitted to the shareholders’ meeting for voting.
The general meeting of shareholders shall vote on the election of directors and supervisors
In accordance with this chapter, the opinions of minority shareholders shall be fully reflected
The provisions of the procedure or the resolution of the general meeting of shareholders may implement the provisions of the procedure or the resolution of the general meeting of shareholders may implement the procedure
Product voting system.
Except that there is only one director or supervisor candidate, the cumulative voting system shall be adopted. For example, a single shareholder of the company and its persons acting in concert
If the proportion of shares owned by a single shareholder and its persons acting in concert reaches 30% or more, the company
If the proportion of shares of the company reaches 30% or more, the company shall adopt the cumulative voting system.
Adopt a cumulative voting system.
Article 112 the board of directors shall determine its operation. Article 112 the board of directors shall determine the venture capital authority made by using the company’s assets, establish the venture capital authority made by strictly using the company’s assets, and establish strict review and decision-making procedures; Review and decision-making procedures for major investment projects; Major investment projects shall be reviewed by relevant experts and professionals, and reported to the shareholders’ meeting for approval. Approved by the general assembly.
In addition to the provisions of the articles of association and other internal systems of the company, except for the matters that should be deliberated and approved by the general meeting of shareholders according to the articles of association and other internal systems of the company, except for the matters that should be deliberated and approved by the general meeting of shareholders, the transactions of selling assets, purchasing assets and foreign investment of the company reach the sale of assets If the acquisition of assets, foreign investment and other transactions meet one of the following standards (if one of the following standards is involved in the calculation of the above indicators (if the data involved in the calculation of the above indicators is negative, take its absolute value), it shall be calculated by the directors. If the data is negative, take its absolute value), it shall be deliberated and approved by the board of directors: it shall be deliberated and approved by the board of directors:
(I) the total assets involved in the transaction account for more than 10% of the company’s total assets audited in the latest period. The transaction involves more than 10% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and evaluated value, the total assets involved in the transaction have both book value and evaluated value, Take the higher one as the calculation basis; The higher one shall be taken as the calculation basis;
(II) the operating income related to the assets involved in the subject matter of the transaction (such as equity) in the latest (II) subject matter of the transaction (such as equity) accounting for more than 10% and absolutely more than 10% of the audited operating income of the listed company in the latest accounting year of the audited net assets of the listed company, and the absolute amount exceeds 10 million yuan, The cross check amount exceeds 10 million yuan; (III) if the book value and the latest value of the subject matter of the transaction (such as equity) exist at the same time, the higher one shall prevail;
The net profit related to the accounting year accounts for more than 10% of the audited net profit of the subject matter (such as equity) of the company’s latest meeting (III) transaction in the latest accounting year, and the operating revenue related to absolute gold accounting year accounts for more than 1 million yuan of the company’s latest amount; More than 10% of the audited operating income in the fiscal year, and the transaction amount (including the amount of debts and liabilities) of the vast majority of transactions exceeds 10 million yuan;
Expenses) account for 10% of the company’s latest audited net assets (Ⅳ) the subject matter of the transaction (such as equity) is more than the latest one, and the absolute amount exceeds 10 million yuan. The net profit related to the accounting year accounts for more than 10% of the company’s latest audited net profit in the latest accounting year, And the absolute gold accounts for more than 10% of the audited net profit in the accounting year, and the absolute amount exceeds 1 million yuan;
The amount exceeds 1 million yuan. (V) transaction amount of the transaction (including debts and liabilities assumed)
Expenses) account for more than 10% of the company’s latest audited net assets, and the absolute amount exceeds 10 million yuan
(VI) the profit generated from the transaction accounts for more than 10% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 1 million yuan.
In addition to the above revised provisions, other provisions of Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) articles of association remain unchanged.
Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403) March 3, 2002
