Shanghai Salem Biotechnology
limited company
Articles of Association (Draft)
years
4-2-1
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
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 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 29 4-2-2
Section I financial accounting system twenty-nine
Section 2 profit distribution thirty
Section III internal audit thirty-three
Section IV appointment of accounting firm Chapter IX notices and announcements thirty-four
Section I notice thirty-four
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-five
Section 1 merger, division, capital increase and capital reduction thirty-five
Section 2 dissolution and liquidation 36 Chapter XI amendment of the articles of Association 37 Chapter XII Supplementary Provisions 38 4-2-3
Articles of association of Shanghai Sailun Biotechnology Co., Ltd. (Draft)
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanghai Salem Biotechnology Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “Company Law”) and the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) The articles of association are formulated in accordance with the guidelines for the articles of association of listed companies (revised in 2019) and other relevant provisions.
Article 2 in accordance with the company law and other relevant provisions, the company is established by way of sponsorship from Shanghai Sailun Biotechnology Co., Ltd. to a joint stock limited company; Registered with Shanghai Administration for Industry and commerce, he holds a business license with a unified social credit code of 9131 Zte Corporation(000063) 1521822m.
Article 3 the company was approved by the Shanghai Stock Exchange on mm / DD / yyyy and registered with the consent of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”), issued [] 10000 ordinary shares in RMB to the public for the first time, and was listed on the Shanghai Stock Exchange on mm / DD / yyyy. Stock abbreviation: [], stock code: [].
Article 4 registered name of the company: Shanghai Sailun Biotechnology Co., Ltd
English name of the company: Shanghai serum Bio Technology Co., Ltd
Article 5 company domicile: No. 1288, Huaqing Road, Qingpu District, Shanghai, postal code: 201707.
Article 6 the registered capital of the company is RMB [] 0000 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 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 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 may sue the directors, supervisors, general manager and other senior managers of the company; Shareholders may sue the company, and the company may sue shareholders, directors, supervisors, general manager and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer, Secretary of the board of directors and assistant to the general manager of the company.
4-2-4
Chapter II business purpose and scope
Article 12 business purpose of the company: adopt advanced and practical technology and scientific operation and management methods, operate in good faith and legally, improve the economic benefits of the company and enable all investors to obtain satisfactory economic benefits.
Article 13 after being registered according to law, the business scope of the company: technology development, technology transfer, technical consultation and technical services in the professional field of biotechnology, production of serum antitoxin, import and export of goods and technologies, sales of medical devices, industrial investment and investment management. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB, and the value of each share shall be RMB 1.
Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, the names of the promoters, the number of shares subscribed, the method and time of capital contribution are as follows:
Serial no. Name / name of initiator holding shares (10000 shares) contribution method contribution time
1 Zhao Aixian 3600 net assets May 31, 2015
2. 2400 net assets of Shanghai Zhiyuan Investment Co., Ltd. May 31, 2015
Total 6000 —
Article 19 the total number of shares of the company is [] 10000 shares, all of which are ordinary shares in RMB.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
4-2-5
Section II increase, decrease and repurchase of shares
Article 21 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 stipulated by laws, administrative regulations and approved by the CSRC.
Article 22 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 23 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 24 the 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 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 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 23 of the articles of association, it belongs to situation 4-2-6 in Item (I)
In case of acquisition, 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company. The shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on 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 total shares of the company they hold; The shares held by the company shall not be transferred within 1 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.
Within 4 years from the date when the company’s shares are listed and traded on the stock exchange, the number of shares issued before the company’s public offering of shares transferred each year shall not exceed 25% of the total number of shares held by the company’s core technicians when the company’s shares are listed on the stock exchange, and the reduction proportion can be used cumulatively. Within half a year after leaving office, the above-mentioned personnel shall not transfer the shares held by them that have been issued before the company’s public offering of shares.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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. 4-2-7
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the shareholders with relevant rights and interests shall be determined according to the register of shareholders. The board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered on the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) according to law
