Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
constitution
Chengdu, Sichuan
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders fourteen
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-four
Section 1 Directors twenty-four
Section 2 independent directors twenty-eight
Section III board of Directors thirty-three
Section IV Special Committee of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-seven
Section I supervisors forty-seven
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-nine
Section I financial accounting system forty-nine
Section II Internal Audit fifty-four
Section III appointment of accounting firm 54 Chapter IX notices and announcements Chapter X. capital increase, liquidation and reduction fifty-six
Section 1 merger, division, capital increase and capital reduction fifty-six
Section 2 dissolution and liquidation 57 Chapter XI amendment of the articles of Association 59 Chapter XII Supplementary Provisions fifty-nine
Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513) (hereinafter referred to as “the company” or “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”), the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and other relevant provisions, Formulate the articles of association.
Article 2 the company is a joint stock limited company established in accordance with the company law and other laws and regulations, normative documents and other relevant provisions. The company was wholly changed and established by Chengdu Yuandong Pharmaceutical Co., Ltd., registered with Chengdu Administration for Industry and Commerce on December 31, 2015, and obtained a business license. The unified social credit code is 91510100689030428k.
Article 3 the company was registered with the consent of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 28, 2020, issued 30.09 million ordinary shares in RMB to the public for the first time, and was listed on the science and Innovation Board of Shanghai Stock Exchange on September 2, 2020.
Article 4 registered name of the company:
Chinese Name: Chengdu Easton Bio Pharmaceuticals Co.Ltd(688513)
English Name: Chengdu Easton biopharmaceuticals Co., Ltd
Article 5 company domicile: No. 8, Xiyuan Avenue, Chengdu high tech Zone, postal code: 611731.
Article 6 the registered capital of the company is 12.09 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 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.
Disputes between the company, shareholders, directors, supervisors and senior managers involving the provisions of the articles of association shall be settled through negotiation first. If the negotiation fails, it shall be settled through litigation.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s deputy general manager, Secretary of the board of directors, chief financial officer and other personnel recognized by the board of directors.
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.
Chapter II business purpose and scope
Article 13 the company’s business purpose is to achieve self-improvement, serve the public, become the most respected and trusted pharmaceutical enterprise and bathe in the sunshine for human health.
Article 14 after registration according to law, the business scope of the company: Production: hard capsules, tablets, tablets (anti-tumor), small volume injections, freeze-dried powder injections, psychotropic drugs, granules and powders; Consultation on biological and chemical technology; Biotechnology development services; Pharmaceutical technology research and development; Medical technical consultation; Medical technology transfer; Medical technology services; Information consultation (except investment consultation and intermediary services); Enterprise management consulting; Import and export of goods and technologies (excluding those prohibited by the state or involving administrative examination and approval). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). (operate within the validity period with the drug production license).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 when the company is established, there are 15 promoters in total. The number of shares and shareholding ratio of each promoter are as follows:
Number of shares subscribed
No. name of initiator shareholding ratio (%) (10000 shares)
1 Wang Ying 419000 484393
2 Wang Ronghua 500.00 5.7803
3 yuan Mingxu 200.00 2.3121
4 Zhang Daming 150.00 1.7341
5 Chen zenggui 150.00 1.7341
6 Yi Rongfei 100.00 1.1561
7 minzhou 128000 147977
8 Yao Rui 120.00 1.3873
9 Chengdu Zhuyuan investment partnership (limited partnership) 219.00 2.5318
10 Chengdu Nanyuan investment partnership (limited partnership) 606.00 7.0058
11 Chengdu Juyuan investment partnership (limited partnership) 135.00 1.5607
12 Beijing Rongyuan investment partnership (limited partnership) 400.00 4.6243
13 he Yining 100.00 1.1561
14 Jibai (Shanghai) Enterprise Management Consulting Co., Ltd. 425.00 4.9133
15 Puzhong Xincheng asset management (Beijing) Co., Ltd. 75.00 0.8671
Total 865000 1000000
Article 20 the total number of shares of the company is 120.09 million, all of which are ordinary shares in RMB, with a par value of 1 yuan per share.
Article 21 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 22 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;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods stipulated by laws, administrative regulations and approved by the competent department.
Article 23 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 24 the company shall not purchase its own shares. However, except for one of the following circumstances: (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
The circumstances referred to in Item (VI) of the preceding paragraph shall meet one of the following conditions:
(I) the closing price of the company’s shares is lower than the net assets per share in the latest period;
(II) within 20 consecutive trading days, the closing price of the company’s shares has fallen by 30% in total; (III) other conditions stipulated by the CSRC.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall be conducted through public centralized trading.
Article 26 Where the company purchases its shares 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 purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of 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 six 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 after the issuance of the repurchase results and the announcement of share changes.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 that have been 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 term of office, the shares transferred each year shall not exceed the shares of the company they hold
