Securities code: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) securities abbreviation: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Announcement No.: 2022012
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
Announcement on Amending relevant provisions of the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the contents of this announcement
And bear individual and joint liabilities for the authenticity, accuracy and integrity of its contents.
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) ("the company" or "the company") the 19th meeting of the 8th board of directors was held on March 18, 2022, and the proposal on Amending the relevant provisions of the articles of association was deliberated and adopted.
In accordance with the guidelines for the articles of association of listed companies (revised in 2022), CSRC announcement [2022] No. 2, the stock listing rules (revised in 2022) issued by Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies No. 1 - standardized operation and other relevant laws and regulations, and in combination with the actual situation of the company, the company revised the relevant provisions of the articles of association, The specific amendments are listed in the annex.
The above amendments have been deliberated and approved by the board of directors of the company and need to be submitted to the general meeting of shareholders of the company for deliberation. It is hereby announced.
Annex: comparison table of amendments to the articles of Association
Board of directors of Guangzhou Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Pharmaceutical Group Co., Ltd. March 18, 2022
Annex: comparison table of amendments to the articles of Association
Serial number before revision after revision
Article 9 shareholders may sue the company in accordance with the articles of Association; The company may sue the company in accordance with Article 9 of the articles of Association; The company may sue shareholders in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue shareholders, directors, supervisors, managers and other senior managers in accordance with the articles of association of this chapter; Shareholders may sue the directors, supervisors, managers and other senior managers of the company. Sue the shareholders in accordance with the articles of Association; Shareholders may sue the directors and supervisors of the company in accordance with the articles of association, including filing a lawsuit to the court or applying to an arbitration institution for arbitration. Staff, managers and other senior managers.
The term "Prosecution" as mentioned in the preceding paragraph includes bringing a lawsuit to a court or applying to an arbitration institution for arbitration.
Article 25 the registered capital of the company is 1625790949 yuan. Article 25 the registered capital of the company is 1625790949 yuan. 2. The company shall be liable for the company's debts with all its assets, and the shareholders shall be liable for the debts held by them
Limited to shares, it shall be liable to the company.
Article 26 the company may, according to the needs of operation and development, approve the increase of capital in accordance with the relevant provisions of the articles of association in accordance with the needs of operation and development. The company may increase its capital in the following ways: the increase of capital is approved in accordance with the relevant provisions of the State Council. The company may increase its capital in the following ways: (I) raising new shares from non-specific investors; (I) public offering of shares;
(II) placing new shares to existing shareholders; (II) non public offering of shares;
(III) distribute new shares to existing shareholders; (III) distribute new shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) other methods permitted by laws and administrative regulations and approved by the CSRC. (V) other methods permitted by laws and administrative regulations and approved by the CSRC. The company's capital increase and issuance of new shares shall be approved in accordance with the provisions of the articles of association, and the company's capital increase and issuance of new shares shall be approved in accordance with the provisions of the articles of association, and shall be handled in accordance with the procedures prescribed by relevant national laws and administrative regulations. Handle the procedures prescribed by relevant laws and administrative regulations.
Serial number before revision after revision
Article 27 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 company. The shares issued before the company's public offering of shares shall not be transferred within 1 year from the date when the company's shares are listed and traded on the stock exchange. Shares may not be transferred within one year from the date of listing and trading in the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares held by the directors, supervisors and senior managers of the company and their changes. During the term of office, the shares transferred every year shall not exceed the shares of the company and their changes, and the shares transferred every year during the term of office shall not exceed 25% of the total shares of the company held by them; 25% of the total number of shares held by the company since the listing of the company's shares; 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 be transferred within half a year after their resignation, and shall not be transferred within one year from the date of transaction.
Shares of the company held by. Directors, supervisors and senior managers of the company and shareholders holding more than 5% of the company's shares sell the company's shares or other equity securities held by them within 6 months after buying in, Or buy it again within 6 months after the sale, and sell it within 6 months after the income, or buy it again within 6 months after the sale, and the income will belong to the company, and the board of directors of the company will recover its income. However, if the securities company is owned by the company, the board of directors of the company will recover its income. If the board of directors fails to comply with the provisions of Article 4 of this and the applicable domestic and foreign regulations, the responsible directors shall bear joint and several liabilities according to law. Except for the holding of directors, supervisors, senior managers and natural person shareholders mentioned in paragraph 3 above as stipulated in laws, administrative regulations and / or the Listing Rules of the stock exchange where the listing is located. If the board of directors fails to comply with the provisions of this paragraph, the shares of the company or other equity securities of the responsible directors, including their spouses and parents, shall be jointly and severally liable according to law.
Shares of the company held by children and held in other people's accounts or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in paragraph 3 above. If the company's shares or other equity securities, including their spouses, parents and the board of directors of the company do not comply with the provisions of paragraph 3 above, the shareholders have the right to require the board of directors of the company's shares or other equity held by their children and by using the account of others to execute within 30 days. Securities of the nature of shareholders not executed by the board of directors of the company within the above-mentioned period.
Have the right to bring a lawsuit directly 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 3 above, the shareholders have the right to require that the shares of the company can be implemented by the board of directors within 30 days unless otherwise provided by laws, administrative regulations and the articles of association. Any transfer of shares not executed by the board of directors of the company within the above period shall be free and clear of any lien. Moreover, the company does not accept the company's shares as a pledge, and the East has the right to directly bring a lawsuit to the people's court in its own name for the benefit of the company. Subject matter of pledge. Unless otherwise provided by laws, administrative regulations and the articles of association, the shares of the company can be freely transferred without any lien. And the company does not accept the company's shares as the subject matter of the pledge.
Serial number before revision after revision
Article 29 when the company reduces its registered capital, it must prepare a balance sheet and when the company reduces its registered capital, The balance sheet and property list must be prepared and the property list shall be handled in accordance with the company law and other relevant provisions and the articles of association, and the procedures shall be handled in accordance with the company law and other relevant provisions and the articles of association. Order handling.
5 the company shall notify the creditor's rights within 10 days from the date of making the resolution to reduce the registered capital. The company shall notify the creditor within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper at least three times within 30 days. The creditor shall make an announcement in the newspaper within 30 days after receiving the notice. Creditors have the right to require the company to pay off its debts or provide corresponding debt repayment guarantee within 30 days from the date of receiving the notice, within 90 days from the date of the first announcement if they do not receive the notice, within days, and within 45 days from the date of the announcement if they do not receive the notice. Pay off debts or provide corresponding debt repayment guarantee.
The registered capital of the company after capital reduction shall not be lower than the statutory minimum. The registered capital of the company after capital reduction shall not be lower than the statutory minimum.
Article 30 under the following circumstances, the company shall not purchase its shares through the procedures specified in the articles of association. However, under any of the following circumstances, the shares issued may be repurchased after being reported to the relevant competent authorities of the state for approval; Except for:
(I) cancellation of shares for the purpose of reducing the capital of the company; (I) cancellation of the company's share capital;
(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive;
(IV) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders, and (IV) shareholders who request the company to purchase their shares because they disagree with the resolution on the merger and division of the company made by the general meeting of shareholders. Requiring the company to acquire its shares;
(V) converting shares into corporate bonds convertible into shares issued by listed companies (V) converting shares into corporate bonds convertible into shares issued by listed companies; Coupons;
