Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
constitution
(April 2021)
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
March, 2002
(it shall take effect after being deliberated and approved by the 2021 annual general meeting of shareholders)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty
Section 1 Directors twenty
Section 2 independent directors twenty-four
Section III board of Directors twenty-seven
Section IV Secretary of the board of Directors thirty-two
Section V Special Committee of the board of Directors thirty-four
Section 6 external guarantee Chapter VI managers and other senior managers 38 Chapter VII board of supervisors thirty-nine
Section I supervisors forty
Section II board of supervisors forty-one
Section III resolution of the board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-two
Section I financial accounting system forty-two
Section II Internal Audit forty-six
Section III appointment of accounting firm 46 Chapter IX notices and announcements forty-seven
Section I notice forty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase and capital reduction forty-eight
Section 2 dissolution and liquidation 49 Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) 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”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the opinions on the standardization of joint stock limited companies and other relevant provisions.
The company was approved by Guangxi Zhuang Autonomous Region’s “Structural Reform Commission [1992] No. 50” document and jointly initiated by Beihai Yongyu real estate development company, Beijing Inner Mongolia Malaqin Hotel and Guangxi Beihai Shipping Corporation. The company is registered with Beihai administrative examination and approval Bureau and has obtained a business license. The unified social credit code is 91450500198228069w. Article 3 the company is a joint stock limited company established by private placement, with a total share capital of 65.8 million shares at the time of establishment, which was fully raised in January 1993. With the approval of China Securities Regulatory Commission on December 19, 2002, the company issued 45 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on January 14, 2003. The 2004 annual general meeting of shareholders held on April 12, 2005 passed a resolution on the conversion of provident fund into share capital (8 shares for every 10 shares). After the conversion, the total share capital of the company was 199.44 million shares. The 2005 annual general meeting of shareholders held on May 26, 2006 passed the resolution on the conversion of provident fund into share capital (4 shares for every 10 shares). After the implementation of the conversion, the total share capital of the company was 279216 million shares. With the approval of “zjxk [2014] No. 191” document of China Securities Regulatory Commission, the company issued 185 A shares through non-public offering on May 28, 2014, and the total share capital of the company was increased to 464401185 shares. With the approval of the document “zjxk [2020] No. 2569” of the China Securities Regulatory Commission, the company issued 47370158 A shares in a non-public manner on December 30, 2020, and the total share capital of the company increased to 511771343 shares; The company privately issued 12427005 A shares on July 28, 2021, and the total share capital of the company increased to 524198348 shares.
Article 4 registered name of the company:
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Full English Name: Beihai GOFAR Chuanshan biological Co., Ltd
Article 5 domicile of the company: No. 3, Beibu Bay Middle Road, Beihai City, Guangxi
Postal Code: 536000
Article 6 the registered capital of the company is 524198348 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 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 the company; The company may sue shareholders, directors, supervisors, President and other senior managers; Shareholders can sue shareholders; Shareholders may sue the directors, supervisors, President and other senior managers of the company.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the Secretary of the board of directors, the person in charge of Finance and the vice president of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose: health, innovation, win-win and altruism.
Article 14 the business scope of the company is: investment in health industry, cultural industry and real estate industry (limited to the scope allowed by national policies).
Research, development and sales of algae, shellfish, crustaceans and other marine biological products. Real estate development and operation, purchasing and selling agents of building materials, decoration materials, lighting, furniture, antique wood artworks, arts and crafts, hardware and electricity, and electronic products; Import and export trade (unless otherwise specified by the state); Enterprise management information consultation, self owned site leasing and self owned house leasing. Production and sales of eye drops, powders, tablets, capsules, granules, pills, alcohol, syrups and mixtures (including pretreatment and extraction of traditional Chinese Medicine), production and sales of our products (operating within the scope of drug production license), and production of disinfectants (only branches) (operating with valid hygiene license for disinfection product manufacturers), Alcohol wholesale (alcohol storage tank 1 20 cubic meters, operated with valid dangerous chemicals business license), production and sales of class II medical devices (the above items are only operated by the pharmaceutical factory of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd.).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind shall have the same rights.
The same price shall be paid for each share purchased.
Article 17 the par value of the shares issued by the company is RMB 1 per share.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company was established through private placement in 1993, the total number of ordinary shares approved to be issued was 65.8 million, and 36.19 million shares were issued to the promoters. Including: Beihai Yongyu real estate development company subscribed 32121000 shares in cash; Beijing Inner Mongolia Malaqin Hotel subscribed 3.569 million shares in cash; Guangxi Beihai Shipping Corporation subscribed 500000 shares in cash.
Article 20 the total number of shares of the company is 524198348, 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 competent securities authority under the State Council.
Article 23 the company may reduce its registered capital. The reduction of the registered capital of a company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 24 a company may not acquire its own shares, except under the following circumstances:
(I) to 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) 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where 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 shall be carried out through public centralized trading.
Article 26 the acquisition of shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of association shall be deliberated and approved by the general meeting of shareholders by special resolution. 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, the resolution of the board meeting attended by more than two-thirds of the directors of the company shall be adopted.
After the company purchases its shares in accordance with Article 24 of the articles of association, if it falls under item (I) of paragraph 1 of Article 24, 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; Under the circumstances of item (III), (V) and (VI) of paragraph 1 of Article 24, 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 three 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. 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.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
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 paragraph 1 of this article, 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 of this article, 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 shareholders of the company are those who hold the shares of the company according to law. The company establishes 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; Holding shares of the same class
