Yifan Pharmaceutical Co.Ltd(002019)
Amendment to the rules of procedure of the board of directors
According to the company law of the people's Republic of China, the securities law of the people's Republic of China and the listed company
The guidelines for the articles of association, the Listing Rules of Shenzhen Stock Exchange and the self certification of listed companies of Shenzhen Stock Exchange
Laws, regulations and supervision departments of listed companies No. 1
According to the provisions of the articles of association, it is proposed to amend the relevant provisions of the rules of procedure of the board of directors
The revision of the rules of procedure of the board of directors of the company needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. Specific amendments
As follows:
Serial number before revision after revision
Article 1 in order to standardize the behavior of the board of directors of Yifan Pharmaceutical Co.Ltd(002019) (take Article 1 as an example to standardize the behavior of the board of directors of Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as the "company"), improve the corporate governance structure of the "company"), improve the corporate governance structure, safeguard the legitimate rights and interests of the company and shareholders, ensure the legitimate rights and interests of the board of directors, and ensure the work efficiency and scientific decision-making of the board of directors, According to the work efficiency and scientific decision-making, in accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the China judicial commission (hereinafter referred to as the "company law"), the securities law of the people's Republic of China, the code of corporate governance for listed companies, and the securities law of listed companies (hereinafter referred to as the "Securities Law") Guidelines for the articles of association of Shenzhen Stock Exchange, listing rules of Shenzhen Stock Exchange (hereinafter referred to as listing rules), listing rules of Shenzhen Stock Exchange (hereinafter referred to as listing rules) The guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange and the guidelines for standardized operation of small and medium-sized enterprise board listed companies of Shenzhen Stock Exchange (No. 1 - standardized operation of listed companies on the main board), the guidelines for standardized operation of Yifan Pharmaceutical Co.Ltd(002019) shares (hereinafter referred to as the guidelines for standardized operation) and the articles of association of Yifan Pharmaceutical Co.Ltd(002019) Co., Ltd. (hereinafter referred to as the articles of association) and other relevant provisions, These rules are formulated in accordance with the articles of Association (hereinafter referred to as the articles of association) and other relevant provisions.
These rules are hereby formulated.
Article 3 the board of directors is composed of 8 directors, including independent directors. Article 3 the board of directors is composed of 8 directors, including 3 independent directors, 2 directors and 3 directors, who concurrently serve as senior managers of the company in the board of directors of the company. The total number of directors who concurrently serve as senior managers of the company in the board of directors of the company shall not exceed the company and the total number of directors held by employee representatives shall not exceed half of the total number of directors of the company, The company has no employee representative directors.
One half of the total number of directors of the company.
Article 7 the board of directors shall enjoy the following functions and powers specified in the articles of association of the company. Article 5 the board of directors shall enjoy the following functions and powers specified in the articles of association, as well as the functions and powers separately conferred by the general meeting of shareholders:
(I) convene the general meeting of shareholders and report to the general meeting of shareholders (I) convene the general meeting of shareholders and report to the general meeting of shareholders;
Make; (II) implement the resolutions of the general meeting of shareholders;
(II) implement the resolutions of the general meeting of shareholders; (III) decide on the company's business plan and investment plan;
(III) decide on the company's business plan and investment plan; (IV) formulate the company's annual financial budget plan and final settlement plan;
(IV) formulate the company's annual financial budget plan and final accounts (V) formulate the company's profit distribution plan and loss recovery plan;
Programme; (VI) formulate the company's plans to increase or reduce its registered capital, issue bonds, or (V) formulate the company's profit distribution plans, make up losses and other securities and listing plans;
Programme; (VII) draw up the company's major acquisition, acquisition of the company's shares or issuance of bonds or other securities and listing plan due to the increase or decrease of the company's registered capital formulated in Article 24 (VI) of the articles of association, and the circumstances specified in items (I) and (II) of the articles of Association; Plans for merger, division, dissolution and change of company form, and for items (III), (V) and (VI) of Article 24 of the articles of Association for major acquisition and acquisition of the company's shares
Or plans for merger, division, dissolution and change of company form; To make resolutions on repurchasing the company's shares under the prescribed circumstances;
(VIII) within the scope authorized by the general meeting of shareholders, decide on (VIII) within the scope authorized by the general meeting of shareholders, decide on the company's foreign investment, foreign investment, acquisition or sale of assets, asset mortgage, external guarantee, acquisition and sale of assets, asset mortgage, external guarantee, entrusted financial management, related matters, entrusted financial management, connected transactions, etc; Joint stock transactions and other matters;
(IX) decide on the establishment of the company's internal management organization; (IX) decide on the establishment of the company's internal management organization;
(x) appoint or dismiss the general manager and Secretary of the board of directors of the company (x) appoint or dismiss the general manager and Secretary of the board of directors of the company; According to the book; According to the nomination of the general manager, appoint or dismiss the nomination of the company's vice president, appoint or dismiss the company's vice president, chief financial officer and other senior managers, chief financial officer and other senior managers, and decide on their remuneration, reward and punishment;
Matters and rewards and punishments; （11） Formulate the basic management system of the company;
（11） Formulate the basic management system of the company; （12） Formulate the amendment plan of the articles of Association;
（12） Formulate the amendment plan of the articles of Association; （13） Manage the information disclosure of the company;
（13） Manage the information disclosure of the company; （14） (14) to propose to the general meeting of shareholders to employ or replace as the company's auditor (14) to the general meeting of shareholders to employ or replace as the company's accounting firm;
The accounting firm audited; （15） Listen to the work report of the president of the company and check the work of the president; （15） Listen to the work report of the general manager of the company and check (XVI) the work of the general manager authorized by laws, administrative regulations, departmental rules or the articles of Association; Other functions and powers beyond the scope authorized by the general meeting of shareholders shall be submitted to the shareholders (XVI) laws, administrative regulations, departmental rules or the general meeting of shareholders for deliberation.
Other functions and powers conferred by the articles of association of the company. The board of directors of the company shall set up an audit committee, and set up relevant special committees such as strategy, nomination, remuneration and assessment as required. The special committee shall be responsible to the board of directors and perform its duties in accordance with the articles of association and the authorization of the board of directors. The proposal shall be submitted to the board of directors for deliberation and decision. The members of the special committee are all composed of directors, in which independent directors account for the majority of the audit committee, nomination committee and remuneration and assessment committee, and act as the convener. The convener of the audit committee is an accounting professional. The board of directors is responsible for formulating the working procedures of the special committee and standardizing the operation of the special committee.
Article 8 the board of directors shall enjoy the following rights as stipulated in the articles of association:
Approval authority:
(I) foreign investment, purchase or sale of assets and asset disposal
Purchase, creditor's rights or debt restructuring, major contracts, license agreements, etc
Approval authority of easy:
1. The board of directors has the right to decide that the total amount of assets involved is lower than the latest article 6 of the company. The board of directors has the following approval authority as stipulated in the articles of association: for a transaction involving 30% of the total assets audited, if the assets involved in the transaction involve foreign investment, acquisition or sale of assets and the total amount of assets have both book value and evaluation value, the higher one shall be used as property mortgage, external guarantee, entrusted financial management Calculation data that should be disclosed such as external donations; Transactions, as well as transactions or connected transactions explicitly required to be considered by the board of directors, shall be 4 2. The board of directors shall have the right to decide that the subject matter (such as equity) shall be submitted to the board of directors for consideration in the latest accounting year. If the relevant main business income required to be submitted to the general meeting of shareholders for consideration is lower than the transactions of the company in the latest accounting year, the board of directors shall organize relevant experts and professionals for review, And 50% of the audited main business income; Report to the general meeting of shareholders for approval.
3. Have the right to determine the subject matter (such as equity) in the latest accounting year
The net profit related to degree is lower than the audited profit of the company in the latest fiscal year
Transactions accounting for 50% of the net profit;
4. Have the right to decide the transaction amount (including debts and expenses)
Transactions lower than 50% of the company's latest audited net assets;
5. Have the right to decide that the profit generated is lower than the company's latest meeting
Transactions accounting for 50% of the annual audited net profit;
If the data involved in the above index calculation is negative, take its value
Absolute value calculation.
When the purchase or transaction of the company takes place, it shall be delivered
The types of transactions are accumulated within 12 consecutive months
If it reaches 30% of the total assets audited in the latest period, except
In addition to the audit or evaluation, it shall also be submitted to the general meeting of shareholders for review
And approved by two-thirds of the voting rights held by the shareholders attending the meeting
The above is approved.
If the relevant decision-making procedures have been performed in accordance with the provisions, they will not be included
Relevant cumulative calculation range.
(II) approval authority of venture capital:
Have the right to decide PE and PE with an investment amount of less than 50 million yuan
Venture capital and other venture capital.
(III) approval authority for connected transactions:
Have the right to decide on a single transaction with an associated natural person or within 12 months
Related party transactions with an accumulated amount of less than 3 million yuan within three months; have
Have the right to decide whether a single transaction with an associated legal person occurs or accrues within 12 months
The total amount is less than 30 million yuan, accounting for the latest audited amount of the company
Related party transactions with the absolute value of net assets less than 5% (including 5%);
(except for receiving cash assets or providing guarantee).
(IV) approval authority of external guarantee:
Have the right to decide that the single amount shall not exceed the latest audited amount of the company
External guarantee matters of 10% of the net assets, and shareholders
The General Assembly shall consider external guarantee matters other than those approved.
When the board of directors of the company considers the external guarantee, it shall be approved by the board of directors
More than two-thirds of the board of directors agree.
Article 9 the chairman of the board of directors shall exercise the following duties in accordance with the articles of association:
Right:
(I) preside over the general meeting of shareholders and convene and preside over the board of directors
Discussion;
(II) supervise and inspect the implementation of the resolutions of the board of directors;
(III) on the premise that the asset liability ratio of the company is lower than 70%, Article 7 the chairman of the board of directors shall exercise the following functions and powers in accordance with the articles of association:
Review and approve not exceeding the total amount of bank loans at the end of the previous year (I) preside over the general meeting of shareholders and convene and preside over the meeting of the board of directors;
New bank loans and related asset mortgages of less than 50 million (Ⅱ)
