Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
constitution
Table of contents chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III 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 general manager 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 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1. The company law and the articles of association of the people's Republic of China, hereinafter referred to as the "company law" and the "articles of association of the people's Republic of China", are formulated in accordance with the provisions of the company law, the "company law" and the "articles of association of the people's Republic of China".
Article 2 the company is a joint stock limited company (hereinafter referred to as the "company") established in accordance with Gan Gu [1993] No. 13 document and other relevant provisions. The company was established by directional offering with the approval of the joint review group of shareholding system reform of Jiangxi Provincial People's Government in document Gan Gu [1993] No. 13; The company was registered with Jiangxi Administration for Industry and Commerce and obtained a business license. The business license number is 36 Shenzhen Properties & Resources Development (Group) Ltd(000011) 31387 (1-1). After changing its registered address in 2009, the company obtained a new business license from Shanxi Administration for Industry and commerce, and the unified social credit code is 9114 Konka Group Co.Ltd(000016) 0963703y.
Article 3 the company issued 24 million RMB ordinary shares to the public for the first time on June 7, 1996 with the approval of Jiangxi Provincial People's government and China Securities Regulatory Commission (hereinafter referred to as "CSRC"). Among them, the company issued 24 million domestic shares subscribed in RMB to domestic investors and was listed on Shenzhen Stock Exchange on June 28, 1996.
Article 4 registered name of the company:
Chinese Name: Pacific Shuanglin Bio-Pharmacy Co.Ltd(000403)
English Name: Pacific Shuanglin bio pharmacy Co., Ltd
Article 5 company domicile: room 3004, Yango Group Co.Ltd(000671) global financial center, No. 8, Changxing South Street, Jinyuan District, Taiyuan City, Shanxi Province.
Postal Code: 030000.
Article 6 the registered capital of the company is RMB 732035361.
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 the company's directors, supervisors, general manager and other senior managers, 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.
Chapter II business purpose and scope
Article 12 business purpose of the company: adhere to the party's basic line of "one center, two basic points", implement the general policy of reform and opening up, strive to maximize the value-added of assets, gradually realize the simultaneous development of multiple industries and comprehensive cross operation, so as to form an intensive scale operation pattern. Work hard, serve the country with industry, comprehensively improve the comprehensive benefits of enterprises and create a rich and colorful corporate culture.
Article 13 the business scope of the company is: biochemical, pharmaceutical and industrial equipment; Medical sanitary materials; Investment, consultation and technology promotion of pharmaceutical projects and biotechnology development projects; Electronic product information consultation.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 all shares issued by the company are ordinary shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, with the same rights and interests for the same shares.
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 Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 19 the total number of ordinary shares approved to be issued at the time of establishment of the company is 40.18 million. At the time of establishment, 30.18 million shares were issued to the promoter Yichun construction machinery factory, accounting for 75.11% of the total number of ordinary shares that can be issued by the company.
Article 20 the total number of shares of the company is 732035361, all of which are ordinary shares.
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 according to the provisions of the articles of association, 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 may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires 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 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 paragraph 1 of Article 24 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 6 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 3 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, and the shares issued before the company's public offering of shares shall not be transferred within one year from the date of listing and trading of the company's shares in 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 tenure, the shares transferred each year shall not exceed 25% of the 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.
In case of any change in the shares directly held by directors, supervisors and senior managers due to the equity distribution of the company, the above provisions shall still be observed.
Article 30 the company's directors, supervisors and senior managers, as well as shareholders holding more than 5% of the company's shares, sell the company's shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. 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 remaining shares after the purchase and sale of packages. 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 the preceding paragraph, 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.
Article 32 when the company convenes the 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 a certain date as the equity registration date, and the shareholders registered after the closing of the equity registration date shall be 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) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors violate laws and administrative regulations, shareholders have the right to request the people's court to find them invalid.
If the convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people's court to revoke the resolution within 60 days from the date of making the resolution.
If a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people's court; If the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties and causes losses to the company, the shareholders may request the board of directors in writing to bring a lawsuit to the people's court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or if the situation is urgent, the interests of the company will be irreparable if they do not bring a lawsuit immediately, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people's court in their own name for the interests of the company.
If others infringe upon the legitimate rights and interests of the company and cause losses to the company, the shareholders specified in paragraph 3 of this article may bring a lawsuit to the people's court in accordance with paragraphs 3 and 4 of this article.
If a director or senior manager violates laws, administrative regulations or the articles of association and damages the interests of shareholders, shareholders may bring a lawsuit to the people's court.
Article 36
