Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
chapter
Cheng
March 2002 (Revised)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders Section 13 resolutions and voting of the general meeting of shareholders Chapter V board of directors Section 1 Directors Section 2 board of directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit 33 1
Section I financial accounting system Section II Internal Audit Section III appointment of accounting firm 37 Chapter IX notice 37 section 1 notice 37 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions 42 2
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as “the company” or “the company”), shareholders and creditors, and standardize the organization and behavior of the company, 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.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by way of sponsorship, registered with Zhejiang Administration for Industry and commerce, and obtained a business license with the business license number of 91330700147493495c.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on April 14, 2017, the company issued 34950000 RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange on May 10, 2017.
Article 4 registered name of the company:
Full Chinese Name: Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Full English Name: Zhejiang shouxiangu Pharmaceutical Co., Ltd
Article 5 domicile of the company: No. 10, Shangcheng Road, Hushan street, Wuyi County, Zhejiang Province, postcode 321200.
Article 6 the registered capital of the company is 15249841700 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 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, and shareholders can sue directors, supervisors, general manager and other senior managers of the company; Shareholders may sue the company, and the company may sue shareholders, directors, supervisors, managers and other senior managers of the company.
The person in charge of Finance and other senior managers 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
The thirteenth company’s business objective is to innovate modern biotechnology, cultivate rare and precious medicinal herbs, and exploit the essence of Chinese medicine and serve the people’s health and longevity.
Article 14 after being registered according to law, the business scope of the company is: drug trading and traditional Chinese medicine services (the above business scope is only limited to branches); Sales of stereotyped packaged food; Wholesale of edible fungi; Production of tea products and substitute tea (substitute tea), fried food and nut products (roasted and fried), vegetable products [edible fungus products (dried edible fungi)]; Research on traditional Chinese medicine (except those prohibited or restricted by national laws and regulations); Planting, purchasing and selling of native Chinese medicinal materials (except original medicinal plants of narcotic drugs, licorice and ephedra), vegetables, fruits and edible fungi; Sub packaging of primary edible agricultural and sideline products; Training and consultation on edible fungus planting technology; Tourism resource management; Import and export of goods and technology, planting and sales of cereals and potatoes; Testing services for cosmetics, food and drugs; Non medical health knowledge consultation service; Sales of cosmetics and washing products; Pastry processing; Aquaculture, processing and sales of aquatic products; Preparation for the establishment of for-profit medical institutions (only branches can operate with licenses). (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 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; For shares of the same class issued at the same time subscribed by any unit or individual, the same price shall be paid 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 the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows:
Number of shares subscribed by the promoters (shares) contribution method contribution time
Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) investment 57564030 net assets into shares before May 20, 2013 Management Co., Ltd
Li Zhenhao 11570500 net assets converted into shares before May 20, 2013
Zheng Huaxian 5547500 net assets converted into shares before May 20, 2013
Sun Shulin 4279500 net assets converted into shares before May 20, 2013
Li Zhenyu 3933970 net assets converted into shares before May 20, 2013
Xie Huabao 3170000 net assets converted into shares before May 20, 2013
Li Jianmiao 2377500 net assets converted into shares before May 20, 2013
Sunke 792500 net assets converted into shares before May 20, 2013
Xu Tao 317000 net assets converted into shares before May 20, 2013
Total 89552500 //
Article 20 the total number of shares of the company is 152498417, and the capital structure of the company is 152498417 ordinary shares.
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 registered capital in the following ways through resolutions made by the general meeting of shareholders:
(I) public issuance 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
When the company issues convertible corporate bonds, the procedures and arrangements for the issuance and conversion of convertible corporate bonds and the change of the company’s share capital caused by the conversion shall be handled in accordance with the provisions of laws, administrative regulations, departmental rules and other documents and the instructions for the raising of convertible corporate bonds.
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 under any 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) 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 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 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it may, in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders, adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the company’s shares in accordance with Article 24 of the articles of association, 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 3 years.
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 their shares of the company (including preferred shares) and their changes; During his term of office, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company held by him; The shares held by the company shall not be transferred within one 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 30 shareholders, directors, supervisors and senior managers who hold more than 5% of the company’s shares sell the company’s shares or other equity securities within six months of purchase, or buy them again within six months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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, the responsible directors shall bear joint and several liabilities according to law. Chapter IV shareholders and general meeting of shareholders
