Jiangxi Fushine Pharmaceutical Co.Ltd(300497) Jiangxi fushine pharmaceutical Co.,ltd
constitution
January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 issuance of shares four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors twenty-four
Section 3 independent directors twenty-nine
Section IV Secretary of the board of Directors 32 Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors thirty-seven
Section III resolution of the board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-two
Section III appointment of accounting firm 42 Chapter IX notices and announcements forty-three
Section I notice forty-three
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 46 Chapter XII Supplementary Provisions forty-seven
Jiangxi Fushine Pharmaceutical Co.Ltd(300497) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jiangxi Fushine Pharmaceutical Co.Ltd(300497) (hereinafter referred to as “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”) and other relevant provisions.
Article 2 the company is a joint stock limited company initiated and established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions. The company was registered in Jingdezhen Administration for Industry and Commerce on August 29, 2012 and obtained the business license for enterprise legal person (license number: 360200210008121).
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on June 24, 2015, the company issued 18 million RMB common shares to the public for the first time and was listed on the gem of Shenzhen Stock Exchange on December 22, 2015. The stock is abbreviated as ” Jiangxi Fushine Pharmaceutical Co.Ltd(300497) ” and the stock code is 300497. Article 4 registered name of the company: Jiangxi Fushine Pharmaceutical Co.Ltd(300497)
English name of the company: Jiangxi fushine Pharmaceutical Co., Ltd
Article 5 company domicile: No. 2, Yuli Industrial Zone, Changjiang District, Jingdezhen City (at the junction of Yushan and Liyang), postal code: 333000
Article 6 the registered capital of the company is 550004834 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 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, and the company shall be liable for the debts of the company to the extent of all its assets.
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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers.
According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager 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 and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to provide safe and effective API products for human health and become an innovator in the global pharmaceutical field on the principle of maximizing the interests of shareholders.
Article 13 the business scope of the company: drug manufacturing and sales (operating with drug production license); Production and sales: sulbactam acid, tosilate, sultamicillin, sultamicillin base, sulbactam pivoxil, tazobactam, meropenem, imipenem, piperacillin, AA6, sulbactam sodium; Sales: triethylamine, diethylamine, n-butanol, dichloromethane, tetrahydrofuran, ethanol, ethyl acetate, acetone, methanol, N, N-dimethylformamide, toluene and bromine (operate according to the license scope approved by the work safety license, valid until August 30, 2024); Operate import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)***
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the company may issue ordinary shares and preferred shares according to law.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the shares held by the promoters of the company and their proportion in the total shares are as follows:
No. name of shareholder number of shares (10000 shares) shareholding ratio
1 Bao Jianhua 2529.649.6%
2 Zhejiang Yongtai Technology Co .Ltd(002326) 1,32626%
3 Yu Wenjun 51010%
4 Jingdezhen Fuxiang Investment Co., Ltd. 3577%
5 Chen Bin 2044%
6 pack Dan red 76.51.5%
7 KEXILI 25.50.5%
8 Feng Shenrong 25.50.5%
9 Niu Yunbo 15.30.3%
10 jin Jizhong 15.30.3%
11 Wei Yongchao 15.30.3%
Total 5100100%
The way of capital contribution of the promoters is that the promoters of the company contribute with their net assets (audited and evaluated) of the original Jingdezhen Jiangxi Fushine Pharmaceutical Co.Ltd(300497) Co., Ltd. as of February 29, 2012, and the capital contribution shall be paid in full when the company is established.
Article 19 the total number of shares of the company is 550004834, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 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) Public offering of shares;
（2） Non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 specified in the articles of association.
Article 23 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;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for a listed company to safeguard its value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading, or other methods recognized by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in Item (I) and item (2) of paragraph 1 of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in paragraphs (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares as the subject matter of the pledge.
Article 28 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 held by them and their changes. During their term of office, the shares transferred each year shall not exceed 25% of the total shares of the company held by them; 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 transfer their shares of the company within half a year after their resignation.
If the directors, supervisors and senior managers of the company declare their resignation within 6 months from the date of stock listing, they shall not transfer their directly held shares of the company within 18 months from the date of declaration of resignation; If a person applies for resignation between the seventh month and the twelfth month from the date of IPO listing, he shall not transfer the shares of the company directly held by him within 12 months from the date of declaration of resignation.
If the directors, supervisors and senior managers leave before the expiration of their term of office, they shall continue to abide by the following restrictive provisions within the term of office determined at the time of taking office and within six months after the expiration of their term of office:
(i) The shares transferred each year shall not exceed 25% of the total shares of the company held by them; （2） He shall not transfer his shares of the company within half a year after his resignation;
（3） Other provisions of the company law on the transfer of shares by directors, supervisors and senior managers.
In case of any change in the direct holding of the company’s shares by its directors, supervisors and senior managers due to the company’s equity distribution, the above provisions shall still be observed.
Article 29 directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares shall
