Chongqing Lummy Pharmaceutical Co.Ltd(300006)
constitution
2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 issuance of shares five
Section II increase, decrease and repurchase of shares seven
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI managers and other senior managers Chapter VII board of supervisors twenty-nine
Section I supervisors twenty-nine
Section II board of supervisors Chapter VIII Party Building Chapter IX Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-two
Section II Internal Audit thirty-four
Section III appointment of accounting firm 35 Chapter X notices and announcements thirty-five
Section I notice thirty-five
Section 2 Announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation thirty-six
Section 1 merger, division, capital increase and capital reduction thirty-six
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 38 Chapter XIII Supplementary Provisions thirty-nine
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 articles of association of the Communist Party of China (hereinafter referred to as the party constitution), 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), the governance standards for listed companies (2018) (hereinafter referred to as the governance standards) 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 company law and other relevant provisions.
The company was established by Chongqing Chongqing Lummy Pharmaceutical Co.Ltd(300006) Co., Ltd. in accordance with the law.
Article 3 on September 20, 2009, with the approval of China Securities Regulatory Commission, the company issued 23 million ordinary shares in RMB to the public for the first time, all of which were issued to domestic investors and subscribed in RMB. It was listed on Shenzhen Stock Exchange on October 30, 2009.
Article 4 registered name of the company: Chongqing Lummy Pharmaceutical Co.Ltd(300006)
Full English Name: Chongqing Lummy Pharmaceutical Co., Ltd
Article 5 company domicile: No. 99, Yuma Road, Nan’an District, Chongqing
Article 6 the registered capital of the company is 1055911205 yuan.
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, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 the company shall establish an organization of the Communist Party of China to carry out party activities in accordance with the provisions of the company law. The company provides necessary conditions for the activities of the party organization.
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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy manager, the Secretary of the board of directors and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to follow the enterprise purpose of “developing and producing high-quality, safe and effective new products, creating a growing return on investment for shareholders and creating a self fulfilling working environment for employees”, adhere to taking science and technology as the leader, market as the guide, customers as resources and improving economic benefits as the center, Based on high-quality drugs and innovative technology, establish an efficient operation system suitable for the industry and its own development, continuously improve its core competitiveness and realize the sustainable, stable and healthy development of the company.
Article 13 with the approval of the company registration authority, the business scope of the company is: production and sales (limited to self-produced by the enterprise) of powder injections, tablets, high-volume injections, small-volume injections (including antitumor drugs), lyophilized powder injections (including antitumor drugs and hormones), and capsules***
According to the needs of market changes and business development, the company may adjust its business scope in accordance with legal procedures.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB. The par value of each share is RMB 1.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the number of shares subscribed by the promoters is 68.5 million, and the time of capital contribution is September 10, 2007. The promoters of the company and the number of shares held at the time of establishment are:
No. shareholder name or number of shares (10000 shares) mode of contribution shareholding ratio (%)
Chongqing Science and technology venture capital
11717.2196 net assets 25.0689
Capital Co., Ltd
2 Qiu Yu 2063.8981 net assets 30.1299
3. Qiu Wei 1609.6061 net assets 23.4979
4 Li Xianfeng 322.3198 net assets 4.7054
5 Tang Xiaohai 132.9584 net assets 1.9410
6 Zhang Xingwei 128.1018 net assets 1.8701
7 Li zhengshe 116.9090 net assets 1.7067
8 fan Lihua 70.4728 net assets 1.0288
9. Jianghong 48.1487 net assets 0.7029
10 dangweizhen 41.2644 net assets 0.6024
11 Wang Ying 36.0995 net assets 0.5270
12 Anlin 36.0995 net assets 0.5270
13 lengxuefeng 34.3939 net assets 0.5021
14 Zhou Xuemei 32.6608 net assets 0.4768
15. Furong 31.8046 net assets 0.4643
16 Guan Suwen 28.3727 net assets 0.4142
17 Li Jin 28.3727 net assets 0.4142
18 Wang Qing 28.3727 net assets 0.4142
19 Wang Meng 25.7903 net assets 0.3765
20 Zhao Bin 25.7903 net assets 0.3765
21 Liu Yunyan 24.0572 net assets 0.3512
22 weeks ice 21.4816 net assets 0.3136
23 Yin Huaming 21.4816 net assets 0.3136
24 mo Xiaobin 21.4816 net assets 0.3136
25 Wang Jin 21.4816 net assets 0.3136
26 Guo Hong 19.7828 net assets 0.2888
27 Baixia 19.7828 net assets 0.2888
28 song Chunyan 17.1935 net assets 0.2510
29 Yili 17.1935 net assets 0.2510
30 Cheng Rong 12.8780 net assets 0.1880
31 Zhang Chunlin 12.8780 net assets 0.1880
32 Zhu Jin 12.8780 net assets 0.1880
33 Lai Wen 11.1792 net assets 0.1632
34 tax Qing Ying 11.1792 net assets 0.1632
35 Zhao Yanjun 8.6036 net assets 0.1256
36 Qiu Shijue 8.6036 net assets 0.1256
37 Zhou Honglian 6.8843 net assets 0.1005
38 Gaolan 5.1512 net assets 0.0752
39 Peng Liping 4.2950 net assets 0.0627
40 Jiang Yongmei 2.5756 net assets 0.0376
41 Zhou Bing 2.5756 net assets 0.0376
42 Shao Gaoguang 2.5756 net assets 0.0376
43 Cui Yi 2.5756 net assets 0.0376
44 Luo Yixing 2.5756 net assets 0.0376
Total 6850.0000100
Article 19 the total number of shares of the company is 1055911205 shares, and the capital structure of the company is 1055911205 ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
