Lanzhou Foci Pharmaceutical Co.Ltd(002644)
constitution
March, 2002
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope 3 Chapter III shares three
Section 1 issuance of shares three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV party organization five
Section I institutional setting of Party organizations five
Section II functions and powers of the Party committee of the company Chapter V shareholders and general meeting of shareholders eight
Section 1 shareholders eight
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 shareholders’ meeting fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 19 Chapter VI board of directors twenty-three
Section 1 directors twenty-three
Section II board of directors twenty-six
Section III independent directors thirty
Chapter VII general manager and other senior managers 33 Chapter VIII board of supervisors thirty-five
Section I supervisors thirty-five
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system and profit distribution thirty-seven
Section II Internal Audit forty-two
Section III appointment of accounting firm Chapter X notice, announcement, information disclosure and investor relations management forty-two
Section I notice forty-two
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-three
Section 1 merger, division, capital increase and capital reduction forty-three
Section II dissolution and liquidation 44 Chapter XII amendment of articles of association 46 Chapter XIII supplementary provisions forty-six
Chapter I 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, 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”), the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”) and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was established in Gansu Provincial People’s Administration for Industry and Commerce (gszm) No. 24620n on June 28th, 2000 with the approval of Gansu Provincial People’s Administration for Industry and Commerce (gszm) No. 68673, and registered in Gansu Provincial People’s Administration for Industry and Commerce (gszm) No. 2760006.
Article 4 on November 30, 2011, the company issued 20.2 million RMB common shares to the public for the first time with the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in the reply on Lanzhou Foci Pharmaceutical Co.Ltd(002644) initial public offering of shares (zjxk [2011] No. 1907), It was listed and traded on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on December 22, 2011.
Article 5 registered name of the company: Lanzhou Foci Pharmaceutical Co.Ltd(002644)
LANZHOU FOCI PHARMACEUTICAL CO.，LTD
Article 6 the registered address of the company: No. 2289, Huashan Road, Lanzhou New Area, Lanzhou City, postal code: 730000. Article 7 the registered capital of the company is 510657000 yuan.
Article 8 the company is a permanent joint stock limited company.
Article 9 the chairman is the legal representative of the company.
Article 10 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 11 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. Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, general manager and other senior managers in accordance with the articles of Association; Shareholders can sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, general manager and other senior managers of the company in accordance with the articles of association.
Article 12 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to bring health gospel to the public, assume industrial responsibility for the society, create capital value for shareholders, build a life stage for employees, and build a modern large-scale pharmaceutical enterprise integrating production, marketing and research with the core of “kindness and harmony” culture.
Article 14 with the approval of the company registration authority, the business scope of the company is: the production, wholesale and retail of Chinese patent medicine, western medicine, prepared pieces of traditional Chinese medicine (see the drug production license for the production address and scope) and packaging products; Planting, purchasing, processing and sales of traditional Chinese medicine; Investment, lease, transfer and income of self owned assets; Use its own display screen to publish advertisements for self-produced drugs; Self support and agency for the import and export of various commodities and technologies (except for projects restricted and prohibited by the state); Heat production and supply; R & D, production and sales of medical devices; Production and sales of masks and protective clothing; Road transportation. (projects subject to approval according to law can only be operated with the approval of relevant departments)
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 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; Each unit or individual shall pay the same price for each 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. (hereinafter referred to as “Shenzhen Branch of zhongdeng company”).
Article 19 the initiator of the company is Lanzhou Lanzhou Foci Pharmaceutical Co.Ltd(002644) factory, with 314713676 shares.
Article 20 the total number of shares of the company is 510657000, all of which are ordinary shares.
Article 21 the company or 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) issue shares to the public;
(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 23 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) award shares to the employees of the company;
(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.
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.
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.
Directors, supervisors and senior managers shall regularly report their shares of the company to the company during their term of office; He shall not transfer his shares in the company within six months after his 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 within 6 months after they buy them, or buy them again within 6 months after they sell 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. Chapter IV Party Organizations
Section 1 Establishment of Party organization of the company
Article 31 the company shall establish Party organizations and carry out activities in accordance with the provisions of the party constitution and the regulations of the Communist Party of China on the work of grass-roots organizations in state-owned enterprises (for Trial Implementation).
Article 32 the company has a party committee, which is composed of seven members, including one secretary and two deputy secretaries, and is elected or appointed in accordance with the party constitution and other relevant provisions.
Article 33 adhere to and improve the leadership system of “two-way entry and cross appointment”. Qualified members of the Party committee team can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified party members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures.
Article 34 in the company’s reform, we should adhere to the synchronous planning of Party construction, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, the synchronous development of party work, and the synchronous assessment of Party construction and administrative work, so as to realize the docking of system, mechanism, system and work, so as to ensure the leadership of the party Party building has been fully reflected and effectively strengthened in enterprise development, reform and daily management.
Article 35 the establishment of the company’s party organization work organization and the allocation of full-time party affairs staff shall be determined in accordance with the principles of being capable, efficient, coordinated, conducive to strengthening Party building and ideological and political work, and conducive to promoting enterprise reform and development. In principle, the allocation of Party Affairs staff shall not be less than 1% of the total number of employees.
Article 36 the company shall provide necessary conditions for party organization activities, strengthen and improve Party construction, improve the leadership system, and implement the organizational structure, staffing and activity funds. By including management expenses, retention of party expenses and other channels, the working funds of the party organization of the enterprise are guaranteed, and the part included in the management expenses is generally arranged according to the proportion of 1% of the total wages of employees in the previous year and included in the annual budget of the enterprise.
Article 37 the party organization of the company shall follow the following principles:
(I) adhere to the unity of strengthening the party’s leadership and improving corporate governance, and integrate the party’s leadership into all links of corporate governance;
(II) adhere to the deep integration of Party building and production and operation, and test the effectiveness of Party organization work with the results of enterprise reform and development;
