Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332)
constitution
(Amendment)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares and registered capital Chapter IV capital reduction and share repurchase Chapter V financial assistance for the purchase of shares of the company 9 Chapter VI register of shares and shareholders Chapter VII rights and obligations of shareholders Chapter VIII general meeting of shareholders Chapter IX special procedures for voting of class shareholders 29 Chapter X board of Directors Chapter XI Secretary of the board of directors of the company Chapter XII general manager of the company Chapter XIII board of supervisors Chapter XIV qualifications and obligations of directors, supervisors, general manager and other senior managers of the company Chapter XV financial accounting system Chapter 16 profit distribution 51 Chapter 17 internal audit Chapter 18 appointment of accounting firm Chapter 19 insurance Chapter 20 labor management and workers’ trade union organization Chapter 21 merger and division of the company Chapter 22 dissolution and liquidation of the company 57 Chapter 23 amendment procedures of the articles of Association 59 Chapter 24 settlement of disputes Chapter 25 notice Chapter XXVI interpretation and definition of the articles of Association sixty-two
Chapter I General Provisions
Article 1 the company is a joint stock limited company established in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the special provisions of the State Council on overseas share offering and listing of joint stock limited companies (hereinafter referred to as the special provisions), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) and other relevant national laws and administrative regulations. The legitimate rights and interests of the company and its shareholders are governed and protected by Chinese laws, administrative regulations and other relevant provisions of the government.
Article 2 the company was established by way of sponsorship with the approval of the document of the national economic system reform commission of the people’s Republic of China (TIG Sheng [1997] No. 139), and was registered and established in Guangzhou Administration for Industry and Commerce on September 1, 1997. The unified social credit code is 914401063320680×7. The initiator of the company is Guangzhou Pharmaceutical Group Co., Ltd
The company issued 219900000 overseas listed foreign shares subscribed in foreign currency to overseas investors in September 1997 with the approval of [1997] No. 56 document of the Securities Commission of the State Council, and was listed on the stock exchange of Hong Kong in October 1997. In January 2000, with the approval of the China Securities Regulatory Commission (Zheng Jian Gong Si Zi [2000] No. 228), the company issued RMB common shares to the public
78000000 shares were listed on the Shanghai Stock Exchange in February 2001.
Article 3 registered name of the company: Chinese: Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) English: Guangzhou Baiyunshan Pharmaceutical
HOLDINGS COMPANY LIMITED
Address of the company: No. 45, Shamian North Street, Liwan District, Guangzhou, Guangdong, China
Tel: (8620) 66281011
Fax: (8620) 66281229
Postal Code: 510130
Article 4 the legal representative of the company is the chairman of the company.
Article 5 the company is a permanent joint stock limited company.
Article 6 according to the provisions of the company law and the party constitution, the company establishes the organization of the Communist Party of China, gives play to the political core role, establishes the party’s working organization, is equipped with a sufficient number of party affairs staff, and ensures the working funds of the party organization.
Article 7 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 8 the articles of association shall be amended and come into force by the special resolution of the general meeting of shareholders of the company, and the original articles of association shall be repealed.
From the effective date, the articles of association 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.
Article 9 the articles of association are binding on the company and its shareholders, directors, supervisors, managers and other senior managers; The above-mentioned persons can put forward claims related to the matters of the company in accordance with the articles of association.
Shareholders may sue the company in accordance with the articles of Association; The company may sue shareholders, directors, supervisors, managers and other senior managers in accordance with the articles of Association; Shareholders may sue shareholders in accordance with the articles of Association; Shareholders may sue the directors, supervisors, managers and other senior managers of the company in accordance with the articles of association. 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 10 the term “other senior managers” as mentioned in the articles of association refers to the deputy manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 11 the company may invest in other limited liability companies or joint stock limited companies, and shall be liable to the invested companies to the extent of the capital contribution.
With the approval of the company examination and approval department authorized by the State Council, the company can operate as a holding company as described in the company law according to the needs of operation and management.
Article 12 unless otherwise provided in the company law or other relevant administrative regulations or with the special approval of relevant authorities, the provisions required to be included in the articles of association according to the necessary provisions of the articles of association of overseas listed companies shall not be modified or deleted.
Chapter II business purpose and scope
Article 13 the business scope of the company shall be subject to the items approved by the company registration authority.
The business purpose of the company is to manage and operate the state-owned assets within the scope of authorization, increase and preserve their value, give full play to the group advantages, focus on the main business, expand diversified operation, and realize the integration of asset operation and product operation. The company takes the development of new products as the leader, economies of scale as the main body and assets as the link. Through the collection of funds, scale, technology, talents and benefits, the company gradually forms the group advantages and comprehensive functions of the company, improves the market competitiveness, develops the international market and establishes international outlets. Article 14 the business scope of the company shall be subject to the items approved by the company registration authority. The company shall engage in business activities within the business scope approved by the company registration authority.
The business scope of the company is: drug research and development; Manufacture of chemicals and APIs; Manufacturing of chemical preparations; Chinese patent medicine production; Processing of decoction pieces of traditional Chinese medicine; Biological drug manufacturing; Manufacturing of sanitary materials and medical supplies; Wholesale of Western medicine; Wholesale of Chinese patent medicine and Chinese patent medicine pieces; Drug retail; Health food manufacturing; Manufacturing of tea drinks and other beverages; Wholesale of non-alcoholic beverages and tea; Food additive manufacturing; Manufacturing of bottled drinking water; Manufacture of fruit and vegetable juice and fruit and vegetable juice beverage; Solid beverage manufacturing; Carbonated beverage manufacturing; Cosmetics manufacturing; Wholesale of cosmetics and sanitary products; Retail of cosmetics and sanitary products; Manufacturing of oral cleaning products; Wholesale of cleaning products; Manufacture of soap and synthetic detergent; Wholesale of medical diagnosis, monitoring and treatment equipment; Retail of medical diagnosis, monitoring and treatment equipment; Operation of non licensed medical devices; Operation of licensed medical devices; Retail of medical supplies and equipment (excluding drugs and medical devices); Wholesale of prepackaged food; Retail of prepackaged food; Manufacture of veterinary drugs; Sale of veterinary drugs; Other wine manufacturing; Wholesale of alcohol; Retail of wine, beverage and tea; Wholesale of chemical products (including hazardous chemicals; excluding refined oil and precursor chemicals); Retail of chemical products (excluding hazardous chemicals); Technology import and export; Import and export of goods (except for goods exclusively controlled by franchises); estate management; House leasing; Packaging services for transporting goods; Vehicle weighing service; Real estate development and operation; Parking lot operation; Freight terminal services; Road freight transportation.
(items within the business scope of the company that are subject to approval according to laws and administrative regulations shall be approved according to law)
Article 15 after going through relevant procedures in accordance with the articles of association and approved by relevant competent authorities, the company may adjust its investment structure, orientation and business scope according to the trend of foreign markets, the needs of business development outside China and its own development potential.
Article 16 with the approval of relevant departments, the company can establish subsidiaries, branches and offices (whether wholly-owned or not) in China (Hong Kong, Macao) and other overseas countries to cooperate with business development, so as to achieve the purpose of transnational operation, development and growth of the company.
Chapter III shares and registered capital
Article 17 the company shall set up ordinary shares at any time; The company may set up other types of shares as required with the approval of the company examination and approval department authorized by the State Council.
Article 18 the shares of the company shall be in the form of shares.
The shares issued by the company are all shares with par value, with par value of RMB 1 per share.
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.
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 19 the shares issued within the territory of the company shall be centrally deposited with the China Securities Depository and Clearing Corporation.
Article 20 with the approval of the competent securities authority under the State Council, the company may issue shares to domestic investors and foreign investors.
The term “overseas investor” as mentioned in the preceding paragraph refers to foreign investors and investors from Hong Kong, Macao and Taiwan who subscribe for the shares issued by the company; Domestic investors refer to investors within the people’s Republic of China who subscribe for the shares issued by the company, except for the above-mentioned regions.
Article 21 the shares subscribed in RMB issued by the company to domestic investors are called domestic shares.
The shares issued by the company to overseas investors and subscribed in foreign currencies are called foreign shares. Foreign shares listed abroad are called foreign shares listed abroad. The domestic shares issued by the company are referred to as a shares, and the overseas listed foreign shares issued by the company listed in Hong Kong are referred to as H shares. The shares issued by the company include domestic shares and overseas listed foreign shares listed in Hong Kong, both of which are ordinary shares.
Article 22 with the approval of the company examination and approval department authorized by the State Council, the company shall issue 513000000 shares to the promoters at the time of establishment, accounting for 100% of the total number of ordinary shares that can be issued at that time, and this part of the shares shall be held by Guangzhou Pharmaceutical Group Co., Ltd. Guangzhou Pharmaceutical Group Co., Ltd. takes shares at the discount of state-owned assets.
With the approval of the securities authority under the State Council, the company has issued 219900000 overseas listed foreign shares after its establishment.
With the approval of the securities authority under the State Council, the company issued 78000000 additional RMB ordinary shares to domestic investors. After the completion of this additional issuance, the total number of shares of the company is 810900000. The share capital structure of the company is:
(I) the sponsor Guangzhou Pharmaceutical Group Co., Ltd. holds 390833391 shares (National shares), accounting for 48.20% of the total shares of the company;
(II) foreign investors hold 219900000 shares (foreign shares), accounting for 27.12% of the total shares of the company;
(III) domestic investors hold 200166609 shares (domestic shares), accounting for 24.68% of the total shares of the company.
With the approval of China Securities Regulatory Commission, the company purchased 34839645 newly issued shares from Guangzhou Pharmaceutical Group Co., Ltd. and converted and merged 445 Chongqing Iron & Steel Company Limited(601005) newly issued shares of Guangzhou Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Pharmaceutical Co., Ltd. After the reorganization, the total number of shares of the company is 1291340650. The share capital structure of the company is:
(I) the sponsor Guangzhou Pharmaceutical Group Co., Ltd. holds 584228036 shares (National shares), accounting for 45.24% of the total shares of the company;
(II) foreign investors hold 219900000 shares (foreign shares), accounting for 17.03% of the total shares of the company;
(III) domestic investors hold 487212614 shares (domestic shares), accounting for 37.73% of the total shares of the company.
As a follow-up to major asset restructuring, the Company repurchased 261400 A shares held by Guangzhou Pharmaceutical Group at the price of 1 yuan and cancelled them. After the completion of this matter, the capital structure of the company is as follows:
(I) the sponsor Guangzhou Pharmaceutical Group Co., Ltd. holds 583966636 shares (National shares), accounting for 45.23% of the total shares of the company;
(II) foreign investors hold 219900000 shares (foreign shares), accounting for 17.03% of the total shares of the company;
(III) domestic investors hold 487212614 shares (domestic shares), accounting for 37.74% of the total shares of the company.
With the approval of China Securities Regulatory Commission, the company privately issued 334711699 domestic shares. After the issuance, the total number of shares of the company is 1625790949, and the capital structure is:
(I) the sponsor Guangzhou Pharmaceutical Group Co., Ltd. holds 732305103 shares (National shares), accounting for 45.04% of the total shares of the company;
(II) foreign investors hold 219900000 shares (foreign shares), accounting for 13.53% of the total shares of the company;
(III) domestic investors hold 673585846 shares (domestic shares), accounting for 41.43% of the total shares of the company.
Article 23 the board of directors of the company may make arrangements for the implementation of the company’s plan to issue overseas listed foreign shares and domestic shares approved by the securities authority under the State Council.
The company’s plans to issue overseas listed foreign shares and domestic shares respectively in accordance with the provisions of the preceding paragraph may be implemented separately within 15 months from the date of approval by the competent securities authority under the State Council.
Article 24 the company is issuing
