Lanzhou Foci Pharmaceutical Co.Ltd(002644)
Comparison table of amendments to the articles of Association
In accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the articles of association of the Communist Party of China, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the requirements of the guidelines for the articles of association of listed companies of China Securities Regulatory Commission, and in combination with the actual situation of the company, It is proposed to amend the articles of association, increase the business scope: “road transportation”, and revise relevant provisions. The details of the amendment are as follows:.
Serial No. clause before amendment clause after amendment
Article 14 with the approval of the company registration authority and Article 14 with the approval of the company registration authority, the business scope of the company is: Chinese patent medicine, western medicine and Chinese company. The business scope of the company is: Chinese patent medicine, western medicine, prepared pieces of traditional Chinese medicine (see the production address and scope in the drug production license for details) and the production of packaging products Batch production license) and the production, wholesale and retail of packaging products; Planting, purchasing, processing, distribution and retail of traditional Chinese medicine; Planting, purchasing, processing and sales of traditional Chinese medicine; Investment, lease, transfer and 1 sale of self owned assets; Investment, lease, transfer and income of self owned assets; Release the revenue of self-produced drugs by using its own display screen; Use its own display screen to publish advertisements for self-produced drugs; Self support and agency of advertisements for various commodities and technical products; Self operated and acting as an agent for the import and export of various commodities and technologies (projects restricted and prohibited by the state) (except projects restricted and prohibited by the state); Heat production and supply; (excluding medical devices); Heat production and supply. (R & D, production and sales required by law; production and sales of masks and protective clothing after the approval of relevant departments; road transportation (operation required by law) approved projects can only be operated after the approval of relevant departments)
Article 53 the following external guarantee banks of the company Article 53 the following external guarantee acts of the company shall be deliberated and approved by the general meeting of shareholders. In order to achieve this goal, it must be deliberated and approved by the general meeting of shareholders:
(I) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries (I) the company and its holding subsidiaries reaches or exceeds the total amount of the latest guarantee and exceeds 50% of the assets provided after 50% of the audited net assets in the latest audited net asset period;
2 any guarantee; (II) external guarantee of the company and its holding subsidiaries (II) any guarantee provided after the total amount of external guarantee of the company reaches the total amount of guarantee, which exceeds the latest audited total capital or 30% of the latest audited total assets;
Any guarantee provided after 30%; (III) guarantee for those whose asset liability ratio exceeds 70% (III) guarantee for those whose asset liability ratio exceeds 70%;
The guarantee provided by the insured; (IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
Audit the guarantee of 10% of net assets; (V) guarantees provided to shareholders, actual controllers and their related parties (V) guarantees provided to shareholders, actual controllers and their related parties;
The guarantee provided by the joint party; (VI) other circumstances stipulated by laws, regulations, normative documents and the Shenzhen Stock Exchange of the company’s latest audited total assets within 12 consecutive months. 30%；
(VII) within 12 consecutive months, the guarantee amount exceeds 50% of the latest audited net assets of the company and the absolute amount exceeds 50 million yuan;
(VIII) other guarantees stipulated in laws, regulations, normative documents or the articles of association.
Article 126 the company’s external guarantee shall
When complying with the following provisions:
(I) for the company’s external guarantee of the guaranteed object, Article 126 the company’s external guarantee shall have a bank credit rating of class A; When complying with the following provisions:
(I) no legal guarantee shall be provided for the company or any non legal person; Strictly control (III) the risk of making guarantee without the approval of the board of directors or the general meeting of shareholders.
The company shall not provide external guarantee; (II) the company shall not provide any guarantee for any unincorporated entity (IV) the amount of the company’s single guarantee shall not exceed or provide guarantee for individuals;
(III) more than 10% of the company’s latest audited net assets without the approval of the board of directors or the general meeting of shareholders; For the total guarantee amount of a single object, the company shall not provide external guarantee;
The cumulative amount shall not exceed 20% of the net assets actually controlled by the company as the controlling shareholder in the latest audit (IV); (V) the company must require the other party to request the other party to provide counter guarantee when providing guarantee.
Provide counter guarantee, and the provider of counter guarantee shall
When has the actual bearing capacity. The final changes of business scope shall be subject to the contents approved by the market supervision and administration department.
Lanzhou Foci Pharmaceutical Co.Ltd(002644) board of directors
March 15, 2022
