Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
Comparison of amendments to the articles of Association
The China Securities Regulatory Commission issued the guidelines for the articles of association of listed companies (revised in 2022) (CSRC announcement [2022] No. 2) on January 5, 2022. In order to further improve the corporate governance system of Chengdu Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) Pharmaceutical Co., Ltd. (hereinafter referred to as the “company”), and make the articles of association match the newly revised guidelines for the articles of association of listed companies, The company held the second meeting of the third board of directors on March 28, 2022, and deliberated and adopted the proposal on Amending the articles of association, which needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. The specific amendments are as follows:
Before and after the amendment of the articles of Association
Chapter I General Provisions chapter I General Provisions
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization. (New)
Chapter III shares Chapter III shares
Article 23 under the following circumstances, the company may, in accordance with Article 24 of this law, not purchase its own shares. However, in accordance with laws, administrative regulations, departmental rules and the articles of association, the acquisition is, except under one of the following circumstances:
Shares of the company:
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Article 24 the company may choose to purchase its own shares. Article 25 the company may choose one of the following ways to purchase its own shares:
(I) centralized bidding trading mode of stock exchange; (I) centralized bidding trading mode of stock exchange;
(II) method of offer; (II) method of offer;
(III) other methods approved by the CSRC. (III) other methods approved by the CSRC.
If the company purchases its shares under the circumstances specified in items (V) and (VI) of Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it shall do so through public centralized trading. The of shares shall be conducted through public centralized trading.
Article 25 Where the company purchases the shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 and Article 26 of the articles of association due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 of the articles of Association, it shall be subject to the resolution of the general meeting of shareholders; If the company is to hold shares in accordance with these articles, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in Item (III), (V) of paragraph 1 of Article 23 and item (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it can purchase its shares under the circumstances specified in Item (VI). If it can purchase its shares under the circumstances specified in Item (VI), it can be resolved at the meeting of the board of directors attended by more than two-thirds of the directors. Resolutions of the board meeting attended by more than two-thirds of the directors.
If the company purchases its own shares in accordance with Article 23 and the company purchases its own shares in accordance with Article 24, it shall be cancelled within 10 days from the date of acquisition if it belongs to item (I); In the case of item (II) and (IV), it shall be cancelled within 10 days; In the case of items (II) and (IV), it shall be transferred or cancelled within six months; If it belongs to item (III), it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), and in the case of items (V) and (VI), the total number of shares held by the company shall not exceed the issued shares of the company, and the number of shares held by the company shall not exceed 10% of the total issued shares of the company, and the repurchase results and 10% of the total shares shall be published, It shall also transfer or cancel the shares within three years after the announcement of the repurchase result and share change. Transfer or cancellation within three years after the change announcement.
Article 29 the directors, supervisors and senior managers of the company and the shareholders holding more than 5% of the shares of the company and more than 5% of the shares of the company shall sell the company’s shareholders, directors, supervisors and senior managers within 6 months after the purchase, or buy the company’s shares or other equity securities within 6 months after the sale, The income thus obtained belongs to the company. If the directors of the company sell it within six months or buy it again within six months after the sale, the board of directors will recover the income and disclose the relevant information in time. This income belongs to the company, and the board of directors of the company will recover it. However, the income held by the securities company due to the underwriting and purchase of the remaining after-sales shares. However, if a securities company purchases more than 5% of the remaining shares after the package sale, the sale of the shares is not subject to the six-month time limit. The shareholders who hold more than 5% of the shares and the board of directors of the China securities company fails to comply with the provisions of the preceding paragraph, except under other circumstances prescribed by the CSRC.
The right to require the board of directors to implement within 30 days. If the board of directors of the company fails to execute within the time limit mentioned in the preceding paragraph, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of the shares held by their own shareholders or other certificates with the nature of equity for the benefit of the company. Bonds, including shares or other equity securities held by their spouses, parents and children or by others, and held in a negative account if the board of directors of the company does not implement the provisions of paragraph 1. The responsible directors shall be jointly and severally liable according to law. 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 meetings Chapter IV shareholders and general meetings
Article 40 the general meeting of shareholders is the power organ of the company. According to law, the general meeting of shareholders is the power organ of the company and exercises the following functions and powers in accordance with the law:
(I) determine the company’s business policy and investment plan; (I) determine the company’s business policy and investment plan;
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（12） Deliberating and approving the Guarantees specified in Article 42 (12) deliberating and approving the Guarantees specified in Article 43; Item;
（13） (13) reviewing the transactions of the company’s purchase and sale of assets, involving the transactions of the company’s purchase and sale of assets, involving the transactions in which the total amount of assets or the transaction amount has been calculated cumulatively within 12 consecutive months, and the total amount of assets or the transaction amount has been calculated cumulatively within 12 consecutive months, exceeding 30% of the company’s latest audited total assets; (14) review and approve the transactions between the company and related parties if they exceed 30% of the total audited assets of the company in the latest period;
Transactions in which the amount (except for providing guarantee) accounts for more than 1% of the transaction assets or market value between the company and related parties and exceeds 30 million yuan in the latest period reviewed and approved by the general audit office (XIV); The amount (except for providing guarantee) accounts for more than 1% of the assets or market value of the company in the latest period reviewed and approved by the general audit office (15) and more than 30 million yuan in the circumstances specified in items (I) and (II) of paragraph 1;
Share matters of the company; （15） Review and approve the company’s change of the purpose of the raised funds due to Article 24 (16) of the articles of Association; (17) review the equity incentive plan or the employee stock ownership plan for the acquisition of shares of the company under the circumstances specified in items (I) and (II) of paragraph 1;
Draw; （16） Review and approve the change of the purpose of the raised funds; （18） Review laws, administrative regulations, departmental rules or (XVII) review equity incentive plans and employee stock ownership plans; Other matters that shall be decided by the general meeting of shareholders in accordance with the articles of association. （18） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.
Article 45 the place where the company holds the general meeting of shareholders is: the place where the company holds the general meeting of shareholders is: the domicile of the company or other places listed in the notice of the meeting. The domicile of the company or other places listed in the notice of the meeting.
The general meeting of shareholders will be held in the form of on-site meeting. The general meeting of shareholders will be held in the form of on-site meeting. The company can also provide network, communication or other means for shareholders to participate in the general meeting of shareholders. The company will also provide online voting means to facilitate shareholders to participate in the general meeting of shareholders. Shareholders can participate in the meeting in the above ways. If a shareholder attends the general meeting of shareholders through the above methods, it shall be deemed to attend the general meeting of shareholders. The time and place of the on-site meeting shall be deemed to be attended. The time and place of the on-site meeting shall be convenient for shareholders to attend. After the notice of the general meeting of shareholders is issued, no shareholders attend. After the notice of the general meeting of shareholders is issued, the venue of the on-site meeting of the general meeting of shareholders shall not be changed without justified reasons. The venue of the on-site meeting of the general meeting of shareholders shall not be changed. If there is a need for change, the convener shall notify the shareholders at least two working days before the on-site meeting. If there is a need for change, the convener shall notify the shareholders at least two working days before the on-site meeting and explain the reasons. Inform the shareholders on the day and explain the reasons.
Article 48 the general meeting of shareholders shall be convened by the board of directors according to law. Article 49 the general meeting of shareholders shall be convened by the board of directors according to law. The board of directors shall convene the general meeting of shareholders from time to time within the time limit specified in Article 43 of the articles of association. The board of directors is unable or fails to convene the general meeting of shareholders. If the board of directors is unable or fails to perform the duty of convening the shareholders’ meeting, the board of supervisors shall convene and preside over the shareholders’ meeting in time; if the board of supervisors is unable or fails to perform the duty of convening the shareholders’ meeting in time, the board of supervisors shall convene and preside over the shareholders’ meeting in time; If the board of supervisors does not convene and preside over the meeting, it shall hold one for more than 90 consecutive days; If the board of supervisors does not convene and preside over the meeting, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting by shareholders who individually or jointly hold more than 10% of the company’s shares. To convene and preside over by themselves.
Article 51 shareholders who individually or jointly hold 10% of the company’s shares and shareholders who individually or jointly hold more than 100% of the company’s shares shall have the right to request the board of directors to convene an interim shareholders’ meeting. Shareholders with more than 10% of the shares shall have the right to request the board of directors to convene an interim shareholders’ meeting and shall submit it to the board of directors in writing. The board of directors shall convene the general meeting and submit it to the board of directors in writing. In accordance with the provisions of laws, administrative regulations and the articles of association, the directors shall, within 10 days after receiving the request, submit their consent or disapproval to convene the extraordinary general meeting in accordance with the provisions of laws, administrative regulations and the articles of association. The shareholders shall submit their written feedback on their consent or disapproval to convene the extraordinary general meeting within 10 days after receiving the request. Written feedback from the East Conference.
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If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall send a notice of convening the general meeting of shareholders within 5 days after receiving the consent of the board of supervisors
