China National Medicines Corporation Ltd(600511)
constitution
(reviewed and approved at the 37th meeting of the 7th board of directors and to be reviewed at the 2021 annual general meeting of shareholders)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders and general meeting of shareholders
Shareholders section I
Section II general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V resolutions of the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section II board of directors
Section III independent directors
Section 4 special committees of the board of directors
Section V Secretary of the board of directors Chapter VI manager Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Section III resolutions of the board of supervisors Chapter VIII party building Chapter IX finance, accounting, audit, capital transactions with related parties and external guarantee
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Section IV capital transactions with related parties and external guarantees Chapter X notice and announcement
Section I notice
Section II announcement Chapter XI merger, division, dissolution and liquidation
Section 1 merger or division
Section 2 dissolution and liquidation Chapter 12 amendment of the articles of Association chapter 13 supplementary provisions
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, these articles of association are formulated 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.
According to the provisions of the party constitution, the company establishes the organization of the Communist Party of China, establishes the working organization of the party, is equipped with party affairs staff, and ensures the fund and place of the party organization. The Party committee plays a leading role, takes direction, manages the overall situation and ensures implementation, and discusses and decides major matters of the enterprise in accordance with regulations.
Article 2 China National Medicines Corporation Ltd(600511) 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 approved by the economic and Trade Commission of the people’s Republic of China in the document Guo Jing Mao Qi Gai [1999] No. 945, with the head office of China Meheco Group Co.Ltd(600056) group (now renamed China Meheco Group Co.Ltd(600056) Group Co., Ltd.) as the general sponsor, and the United Nations Pharmaceutical Group Shanghai Medical Device Co., Ltd., Tianjin Qiyu medical device Co., Ltd., Guangzhou Nanfang medical device Co., Ltd Beijing Renkang medical equipment business department co sponsored the establishment of a joint stock limited company.
The company was registered with the State Administration for Industry and Commerce on December 21, 1999 and obtained a business license. The registration number is 1 Ping An Bank Co.Ltd(000001) 003268 (2-2).
The unified social credit code of the business license of enterprise legal person held by the company is 91110 Berry Genomics Co.Ltd(000710) 925737b. With the approval of China Securities Regulatory Commission (zjf [2002] No. 103 document) on September 11, 2002, the company issued 53 million RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange on November 27, 2002.
Article 3 registered name of the company: China National Medicines Corporation Ltd(600511) .
English name of the company: China National Medicines Corporation Ltd
Article 4 company domicile: 6-9 / F, West Tower, 7 / F, yard 8, xibinhe Road, Yongdingmen, Dongcheng District, Beijing, postal code: 100077.
Article 5 the registered capital of the company is 75452998 million yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 when engaging in business activities, the company must abide by laws, administrative regulations, social ethics and business ethics, be honest and trustworthy, accept the supervision of the government and the public, and bear social responsibilities.
The legitimate rights and interests of the company shall be protected by law and shall not be infringed upon.
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 shareholders, shareholders can sue directors, supervisors, managers and other senior managers of the company, and shareholders can sue the company; The company may 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 general manager, the Secretary of the board of directors, the person in charge of Finance and the general legal adviser of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to establish a modern enterprise system, further transform the business mechanism, strengthen the selection of high-tech pharmaceutical products and imitation drugs for cooperative development and production, organically combine production and circulation, and develop into a pharmaceutical enterprise relying on commerce and trade and focusing on the operation and innovation of characteristic drugs, with the best economy
Article 13 with the approval of the company registration authority, the business scope of the company is:
Wholesale drugs; Organize drug production; Sales of medical devices (class II and III); Pre packaged food sales (including refrigerated and frozen food), special food sales (health food, infant formula milk powder); Internet information services do not include news, publishing, education, medical care and electronic announcement services, including drugs and medical devices; Information services in the second category of value-added telecommunications services (excluding fixed network telephone information services and Internet information services); Sales of medical devices (class I), daily necessities, cosmetics, automobiles (excluding passenger cars with less than nine seats), electronic products, computer software and auxiliary equipment, household appliances, sanitary products, electromechanical equipment, mechanical equipment and accessories; Sales of experimental and analytical instruments, plastic products and chemical products (excluding dangerous goods); Import and export business; Consultation related to the above business; Conference services; Technical services; Technology development; Computer system services; Mechanical equipment leasing; Supply chain management services; Formula food for special medical purposes. Disinfection supplies.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 all shares of the company are ordinary 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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the company’s shares shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the total number of ordinary shares approved to be issued by the company is 133 million. When it was established in December 1999, the promoters subscribed 80 million shares and issued 53 million shares to the public in November 2002.
Including: China Meheco Group Co.Ltd(600056) Group Corporation (now renamed China Meheco Group Co.Ltd(600056) Group Co., Ltd.) invested 119235 million yuan with the assessed net assets and held 78036600 shares, accounting for 58.67% of the total number of common shares after the issuance of the company; Sinopharm Shanghai Medical Devices Co., Ltd. invested 1 million yuan in currency and held 654500 shares, accounting for 0.49% of the total number of common shares after the issuance of the company; Tianjin Qiyu medical device Co., Ltd. invested 500000 yuan in currency and held 327200 shares, accounting for 0.25% of the total number of common shares after the issuance of the company; Guangzhou Nanfang medical device Co., Ltd. invested 1 million yuan in currency and held 654500 shares, accounting for 0.49% of the total number of common shares after the issuance of the company; Beijing Renkang medical equipment business department (now restructured and renamed as “Sinopharm Beijing Medical Equipment Co., Ltd.”) invested 500000 yuan in currency and held 327200 shares, accounting for 0.25% of the total number of common shares after the issuance of the company. As of December 2, 1999, all the capital contributions of the sponsors’ shareholders have been in place 78036600 shares originally held by China Meheco Group Co.Ltd(600056) Group Corporation (now renamed China Meheco Group Co.Ltd(600056) Group Co., Ltd.) were transferred to Sinopharm Holdings Co., Ltd. in July 2006 (renamed Sinopharm Holdings Co., Ltd. on October 6, 2008).
Article 20 after the initial public offering of shares in November 2002, the total share capital of the company is 133 million shares; The company completed the split share structure reform on August 23, 2006. After the implementation of the split share structure reform plan, the total number of shares of the company remains unchanged; After the capital reserve was converted into share capital in June 2008 (8 shares for every 10 shares), the total share capital was 239.4 million shares. After the implementation of share bonus and provident fund conversion in June 2009 (5 shares for every 10 shares), the total share capital was 478.8 million shares. At present, the share capital structure is: 201156574 shares of restricted circulation shares and 277643426 shares of non restricted circulation 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) 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 prescribed by laws, administrative regulations and approved by the competent securities authority under the State Council.
Article 23 according to the provisions of the articles of association, 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 under the following circumstances, the company may buy back its shares after passing the procedures specified in the articles of association and reporting to the relevant competent authorities of the state for approval:
(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.
The company’s acquisition of shares of the company due to items (I) to (III) of Article 22 shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 22, if it falls under the circumstances of item (I), 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 six months.
The shares of the company purchased by the company in accordance with item (III) of Article 22 shall not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
The company shall not accept the shares of the company as the subject matter of the pledge.
Article 25 the company may repurchase shares in one of the following ways:
(I) issue a repurchase offer to all shareholders in the same proportion;
(II) repurchase through public trading;
(III) other circumstances stipulated by laws, administrative regulations and approved by the competent securities authority under the State Council.
Article 26 after repurchasing its shares, the company shall apply to the administrative department for Industry and Commerce for registration of changes in its registered capital.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law and listed for trading in accordance with relevant laws and regulations, administrative regulations and the trading rules of the stock exchange.
Article 28 the shares of the company held by the promoters cannot be transferred within one year of the establishment of the company. The directors, supervisors and senior managers of the company shall timely report the shares and changes of the company they hold to the company. Their shares of the company shall not be transferred within one year from the date of listing, and the shares transferred each year during their term of office shall not exceed 25% of their shares of the company. They shall not transfer their shares of the company within six months after leaving office.
The company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company 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, 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 comply with the provisions of the preceding paragraph, the shareholders shall have the right to require the board of directors to act within 30 days
