Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
constitution
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI voting and resolution of general meeting of shareholders Chapter V directors Section I board of directors section II board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors section I supervisors section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit section I financial accounting system section II Internal Audit Section III appointment of accounting firm Chapter IX notice and announcement
Section 1 notice section 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter 11 amendment of the articles of Association chapter 12 supplementary provisions
Chapter I General Provisions
Article 1 the 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a foreign-invested joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company").
The company was approved by the Ministry of Commerce of the people's Republic of China (SZ [2007] No. 1016) on June 15, 2007, and was changed and established by Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. (a Sino foreign joint venture) according to law. The original investors of Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. are the initiators of the company; The company was registered in Shenzhen Administration for Industry and Commerce on June 29, 2007 and obtained a business license. The unified social credit code of the company is 91440 Focus Lightings Tech Co.Ltd(300708) 453259j.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on August 24, 2009, the company issued 28.5 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange.
Article 4 registered name of the company: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
English name of the company: Shenzhen salubris Pharmaceuticals Co., Ltd
Article 5 domicile of the company: No. 2, Hongliu Road, Fubao community, Fubao street, Futian District, Shenzhen
Postal Code: 518040
Article 6 the registered capital of the company is 1114816535 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 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 person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company: adopt advanced and applicable technology and scientific management methods, improve product quality, develop new products, have the competitiveness in the international market in terms of quality and price, improve economic benefits and enable all investors to obtain satisfactory economic benefits.
Article 13 after registration according to law, the business scope of the company: import and export business of goods and Technology (excluding import and distribution business); China trade; Own property lease. Drug research and development, technology transfer, technical consultation and technical services. Marketing and marketing. (the above projects do not involve special management measures for foreign investment access, and the projects that need to obtain license and approval must be operated with relevant approval) the following projects that need to obtain license and approval must be operated with relevant approval documents: development, research and production of chemical APIs, powder injections, tablets and capsules.
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.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company is established, 85000000 shares shall be issued to the promoters; On August 24, 2009, with the approval of China Securities Regulatory Commission, the company issued 28.5 million RMB ordinary shares to the public for the first time. The total share capital of the company increased to 113.5 million shares, and the increased registered capital of 28.5 million yuan has been paid in one time. After the first profit distribution in 2009 and the conversion of capital reserve into share capital, the total share capital of the company increased to 227 million shares, which were paid in one time before the registration of change of business license. After the first profit distribution in 2010 and the conversion of capital reserve into share capital, the total share capital of the company increased to 363.2 million shares, and the increased registered capital of RMB 136.2 million was paid in one time before the change of business license. After the first profit distribution in 2011 and the conversion of capital reserve into share capital, the total share capital of the company increased to 435.84 million shares, and the increased registered capital of 72.64 million yuan was paid in one time before the change of business license. After the profit distribution in 2012 and the conversion of capital reserve into share capital, the total share capital of the company increased to 653.76 million shares, and the increased registered capital of 217.92 million yuan was paid in one time before the change of business license. After the capital reserve was converted into share capital in 2014, the total share capital of the company increased to 104 Aluminum Corporation Of China Limited(601600) 0 shares, and the increased registered capital of RMB 392256000 was paid in one time before the change of business license.
After the completion of non-public offering of shares to specific investors in 2021, the total share capital of the company increased to 1114816535 shares, and the increased registered capital of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 35 yuan has been paid in one time before the change of business license.
The company was established by the promoters Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd., Shenzhen Runfu Investment Development Co., Ltd., Urumqi likanghua equity investment partnership (limited partnership) (formerly Shenzhen likanghua Trading Co., Ltd.) with 85 million yuan of the audited net assets of 8516453417 yuan of Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. as the capital contribution, When the company was established, the number of shares held by each promoter and its proportion in the total share capital of the company are as follows:
(I) Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Pharmaceutical Co., Ltd. holds 81217500 shares, accounting for 95.55% of the total share capital of the company;
(II) Shenzhen Runfu Investment Development Co., Ltd. holds 3034500 shares, accounting for 3.57% of the total share capital of the company;
(III) Urumqi likanghua equity investment partnership (limited partnership) (formerly Shenzhen likanghua Trading Co., Ltd.) holds 748000 shares, accounting for 0.88% of the total share capital of the company.
Article 19 the total number of shares of the company is 1114816535, and all the shares issued by the company 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 shall not purchase its own shares. However, except under any of 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） If the shareholders' meeting requests the merger of the company, they have objections to the resolution of the merger or acquisition of the company's shares;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） It is necessary for listed companies to safeguard the value of the company and the rights and interests of shareholders.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 of the people's Republic of China.
Article 25 the company's acquisition of shares of the company due to the circumstances specified in items (1) and (2) 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 due to the circumstances specified in items (3), (5) and (6) of Article 23 of the articles of association, 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 its shares in accordance with the provisions of Article 23, if it falls under the circumstances of item (1) of Article 23, it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4) of Article 23, it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6) of Article 23, 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 or other equity securities 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 shall recover the proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The term "shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders" as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people's accounts.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit 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 1 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold;
（2） Request, convene, preside over, participate in or appoint a shareholder's agent to participate in the meeting according to law
