Sichuan Kelun Pharmaceutical Co.Ltd(002422)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III 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 shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors
Section 1 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 firms
Chapter IX notice and announcement
Section I 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 II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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.
The company is a limited liability company (hereinafter referred to as “the company”) established in accordance with the relevant provisions of the company law.
The company was wholly changed and established by Sichuan Kelunda Pharmaceutical Co., Ltd. in September 2003 according to law. Now it is registered with Chengdu market supervision and Administration Bureau and has obtained a business license with a unified social credit code of 915101 Shandong Weida Machinery Co.Ltd(002026) 0067×4.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on May 5, 2010, the company issued 60 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on June 3, 2010.
Article 4 registered name of the company: Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Full English Name: Sichuan Kelun Pharmaceutical Co., Ltd
Article 5 domicile of the company: NanEr Road, Industrial Development Zone, Xindu satellite city, Chengdu
Postal Code: 610500
Article 6 the registered capital of the company is 1416911382 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 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.
In the company, an organization of the Communist Party of China (hereinafter referred to as “party organization”) is established to carry out party activities in accordance with the provisions of the company law and the party constitution of the Communist Party of China. The company shall provide necessary conditions for the activities of the party organization and ensure the working funds and activity sites of the party organization.
Article 11 the other senior managers mentioned in the articles of association are the deputy general manager, chief financial officer and Secretary of the board of directors of the company.
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: seeking truth in science, seeking goodness in ethics, pursuing the perfect combination of science and technology and ethics, and committed to serving human health.
Article 14 after being registered according to law, the business scope of the company: research and production of large volume injection, small volume injection and flushing agent; Technical development and production of vertical polypropylene infusion bag; Import and export of goods and technology; Operating in branches: manufacturing and selling hard capsules, granules, powders, soft capsules, tablets, dropping pills, pretreatment and extraction of traditional Chinese medicine; Production and sales of APIs and medical technical services; Medical technology consultation; Computer software sales; Software and information technology services.
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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are 19 natural persons such as Liu Chuangxin.
When the company was established, it issued 70 million shares to the promoters, and the capital structure is:
Registered capital paid in capital of shareholders
name
(Surname) contribution method of subscribed shares subscription time contribution method of actually purchased shares contribution time
Name) (yuan) net assets (yuan) net assets
(yuan) (yuan)
Liu Gengxin 22527680 December 31, 2 Puyang Refractories Group Co.Ltd(002225) 2768022527680 December 31, 2002
Pan Hui 1126370011263700 December 31, 2 San Bian Science & Technology Co.Ltd(002112) 6370011263700 December 31, 2002
Cheng Zhipeng 56319205631920 December 31, 2 Zhejiang Semir Garment Co.Ltd(002563) 19205631920 December 31, 2002
Li Qing 56319205631920 December 31, 2 Zhejiang Semir Garment Co.Ltd(002563) 19205631920 December 31, 2002
Ganyuan Hubei 24176602417660 December 31, 2 Goertek Inc(002241) 76602417660 December 31, 2002
Liu Yaguang 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Wei Bing 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Liu Weihua 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Yin Fenggang 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Liao Rong 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Liu Ziwei 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Xue Weigang 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Mao benbing 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Jiang Chuan 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Liu Yashu 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
PanQu 11264401126440 December 31, 2 San Bian Science & Technology Co.Ltd(002112) 64401126440 December 31, 2002
Cui Kunyuan 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Yang Jianguang 16895201689520 December 31, 2 Shenzhen Hifuture Information Technology Co.Ltd(002168) 95201689520 December 31, 2002
Liang Long 11264401126440 December 31, 2 San Bian Science & Technology Co.Ltd(002112) 64401126440 December 31, 2002
Total 700 Shenzhen Quanxinhao Co.Ltd(000007) 00 Shenzhen Quanxinhao Co.Ltd(000007) 00 Shenzhen Quanxinhao Co.Ltd(000007) 00 Shenzhen Quanxinhao Co.Ltd(000007) 0000000
Article 20 the total number of shares of the company is 1416911382, all of which are 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 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 prescribed by laws, administrative regulations and approved by the CSRC.
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 accept
