Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
constitution
March 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 32 Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 37 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Tibet Duo Rui Pharmaceutical Co.Ltd(301075) (hereinafter referred to as 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") and other relevant laws, regulations and normative documents, Formulate the articles of association.
Article 2 the company is a joint stock limited company established by Tibet Tibet Duo Rui Pharmaceutical Co.Ltd(301075) Co., Ltd. in accordance with the relevant provisions of the company law and other laws, regulations and normative documents.
The company was registered with Changdu Administration for Industry and Commerce and obtained the business license with the unified social credit code of 9154030ma6t1trq34.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on August 24, 2021, issued 20 million ordinary shares in RMB to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on September 29, 2021.
Article 4 the registered name of the company is:
Full Chinese Name: Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
Full English Name: Duo Rui Pharmaceutical Co., Ltd
Article 5 company domicile: floor 3, building 1, biomedical park, zone a, Changdu Economic Development Zone, Tibet
Postal Code: 854000
Article 6 the registered capital of the company is 80 million 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 for, 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 a legally binding document for the company, shareholders, directors, supervisors, general manager and other 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, the person in charge of Finance and other senior managers of the company recognized by the board of directors of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: in accordance with national laws, regulations and other relevant regulations, in order to form a good atmosphere of creating a win-win situation, the company makes full use of the excellent operation mechanism in the form of joint-stock economic organization, takes equity as the link and long-term incentive as the guidance, fundamentally stimulates the initiative of shareholders, realizes the aggregation effect in the industry, and promotes the synchronous improvement of the company's scale and efficiency, Seek the best interests for shareholders and achieve better social and economic benefits.
Article 13 after being registered according to law, the business scope of the company is: licensed items: drug wholesale; Class III medical device business; Food production; Food sales; Import and export of drugs; Health food production; Production of formula food for special medical purposes; Entrusted production of drugs (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general items: Sales of class I medical devices; Sales of class II medical devices; Wholesale of cosmetics; Sales of disinfectants (excluding hazardous chemicals); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Wholesale of protective articles for medical staff; Wholesale of medical masks; Sales of special chemical products (excluding hazardous chemicals); Sales of food additives; Acquisition of Chinese herbal medicine; Remote health management services; Information consulting services (excluding licensed information consulting services); Health consulting services (excluding diagnosis and treatment services); Sales of health food (prepackaged); Import and export of goods; Technology import and export; Sales of chemical products (excluding licensed chemical products); Sales of formula food for special medical purposes; The business scope approved by the above marketing planning authority (subject to the business scope approved by the marketing registration authority)
The business scope of the company is finally subject to the business scope approved by the industrial and commercial registration authority.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares. Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share is RMB 1. 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 promoters of the company and the number of shares subscribed by each promoter at the time of establishment, the method and time of capital contribution
Serial number name of initiator number of shares held (10000 shares) shareholding ratio contribution method contribution time
Tibet jiakangshi
796766% of net assets of technology development on behalf of the company on January 1, 2020
limited company
Jiaxing Qiuyu investment
2-capital partnership 6406780106780% of net assets converted into shares February 21, 2020
(limited combination)
(partner)
Tibet Qingchang enterprise
3. Partnership management 5898305 9.8305% of net assets converted into shares February 21, 2020
Enterprise (limited)
Partnership)
Wuhan Strait high
4 new technology development 1016949 1.6949% net assets converted into shares February 21, 2020
Co., Ltd
department
Total Shanghai Pudong Development Bank Co.Ltd(600000) 00 100.00% //
Article 19 the total number of shares of the company is 80 million shares, all of which are ordinary shares.
Article 20 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 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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 stipulated 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:
（1） 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 the merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is 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 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading. Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Article 25 the company's acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 23, 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.
After the company purchases the shares of the company in accordance with 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; In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), 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 three 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 shares of the company as the subject matter of the pledge. Article 28 the shares of the company held by the promoters shall not be transferred within 1 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. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 29 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 buying them, or buy them again within 6 months after selling 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 execute within the above-mentioned period, the shareholders shall have the right to act for the interests of the company
