Yifan Pharmaceutical Co.Ltd(002019) : Amendment to the articles of Association

Yifan Pharmaceutical Co.Ltd(002019)

Amendment to the articles of Association

Yifan Pharmaceutical Co.Ltd(002019) (hereinafter referred to as "the company") held the 7th Meeting on April 11, 2022

The 23rd Meeting of the board of directors deliberated and adopted the proposal on reducing registered capital and amending the articles of association

The proposal agrees that the company can repurchase the incentive objects that do not meet the incentive conditions and the conditions for lifting the restrictions on sales, which have been granted but not yet

The restricted shares that are restricted from sale shall be lifted and cancelled, and the registered capital of the articles of association shall be amended accordingly,

Meanwhile, according to the company law of the people's Republic of China, the securities law of the people's Republic of China and the

Guidelines for the articles of association of the company, listing rules of Shenzhen Stock Exchange and listed companies of Shenzhen Stock Exchange

No. 1 administrative regulations, rules and regulations of listed companies

And normative documents, it is proposed to amend the relevant provisions of the articles of association

The revision of the plan still needs to be submitted to the 2021 annual general meeting of shareholders for deliberation. The specific amendments are as follows:

Serial number before revision after revision

Article 2 the company is a joint stock limited company (hereinafter referred to as "the company") established in accordance with the company law and other relevant regulations. A company limited by shares (hereinafter referred to as "the company").

The company's department authorized by Zhejiang Provincial People's Government Zhejiang Provincial People's company's department authorized by Zhejiang Provincial People's Government Zhejiang Provincial People's government enterprise listing leading group Zheshang [2000] No. 37 document approval of Zhejiang Provincial People's government enterprise listing leading group Zheshang [2000] No. 37, which is established in the form of initiation; Approved by the registration number document of Zhejiang Administration for Industry and commerce, it is established in the form of initiation; Registered with the market supervision and administration of Zhejiang Province and obtained a business license with the business license number of 330000 Shenzhen Quanxinhao Co.Ltd(000007) 443. The Bureau registered and obtained the business license with the business license number of 330000 Shenzhen Quanxinhao Co.Ltd(000007) 443.

Article 6 the registered capital of the company is RMB 1234106077 Article 6 the registered capital of the company is RMB. 1226024827 yuan.

Article 8 the general manager is the legal representative of the company. Article 8 the president is the legal representative of the company.

Article 10 the articles of association of the company shall become the standard from the effective date. Article 10 the articles of association of the company shall become the legally binding document regulating the organization and behavior of the company, the rights between the company and shareholders, the organization and behavior of the company, the interests and obligations between the company and shareholders, and the interests and obligations of the company, shareholders A legally binding document on the relationship between rights and obligations, and a legally binding document on the company's 4 directors, supervisors and senior managers. The company, shareholders, directors, supervisors and senior managers have legal agreements. According to the articles of association, shareholders can sue shareholders and shareholders can sue the binding documents of the company. According to the articles of association, shareholders can sue shareholders, directors, supervisors, general manager and other senior managers, shareholders can sue directors, supervisors, President and other senior managers of the company, the company can sue shareholders, directors, supervisors and general managers, shareholders can sue the company, and the company can sue shareholders, directors and other senior managers. Directors, supervisors, President and other senior managers.

Article 11 The term "other senior managers" as mentioned in the articles of association refers to Article 11. The term "other senior managers" as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the chief financial officer of the 5 company, and the general manager refers to the vice president, the Secretary of the board of directors and the chief financial officer of the company, as well as other senior managers recommended by the president to the board of directors for identification. Other senior managers to be identified by the board of directors.

Article 12 the company shall, in accordance with the provisions of the articles of association of the Communist Party of China, 6 newly establish a Communist Party organization and carry out party activities. The company provides necessary conditions for the activities of the party organization.

Article 16 the shares issued by the company shall be marked in RMB. Article 17 the value of the shares issued by the company shall be marked in RMB. Par value: one yuan per share.

Article 20 the total number of shares of the company is 1234106077, and the total number of shares of the company is 1226024827. The capital structure of the company is 1234106077 ordinary shares. The capital structure of the company is 1226024827 ordinary shares.

Article 23 the company may act in accordance with this Law under the following circumstances:

Article 24 a company shall not acquire its own shares in accordance with the provisions of laws, administrative regulations, departmental rules and the articles of association. Except for the following circumstances:

(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;

(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company; (III) use shares for ESOP or equity incentive (III) use shares for ESOP or equity incentive 9; Excitation;

(IV) the shareholders request the company to purchase their shares due to their objections to the company merger and sub merger made at the general meeting of shareholders (IV) the shareholders request the company to purchase their shares due to their objections to the company merger and legislative resolution made at the general meeting of shareholders; Dissent from the division resolution and require the company to purchase its shares;

(V) converting shares into convertible bonds issued by listed companies (V) converting shares into corporate bonds issued by listed companies; Corporate bonds of stocks;

(VI) necessary for the company to maintain the value and shareholders' equity of the company (VI) necessary for the company to maintain the value and shareholders' equity of the company.

Required.

Except for the above circumstances, the company shall not acquire the shares of the company.

Article 24 the company may purchase its own shares through the company. Article 25 the company may purchase its own shares through the centralized trading method opened by the company, or the centralized trading method recognized and disclosed by laws, regulations and the CSRC, or other methods approved by laws, administrative regulations and the CSRC. Other methods approved by the CSRC.

If the company purchases the company's shares under the circumstances specified in Item (III), (V) and (VI) of Article 23 of the articles of association, it shall purchase the company's shares under the circumstances specified in Item (III), (V) and (VI) of Article 24 of the articles of association, and it shall be conducted through public centralized trading. Through open centralized trading.

Article 28 the shares of the company held by the promoters shall be from the company

It shall not be transferred within 1 year from the date of establishment. Article 29 the shares of the company held by the promoters before the company's public offering of shares shall not be transferred within one year from the date of listing and trading of the company's shares in the stock exchange and the date of establishment of the company. The company shall not transfer its shares within one year from the date of public offering. The previously issued shares shall not be transferred within one year from the date when the company's shares are listed on the stock exchange and handed over to the company's directors, supervisors and senior managers.

11. For the shares held by the company and their changes, during the term of office, each director, supervisor and senior manager of the company shall report to the company that the annual transferred shares shall not exceed the total number of shares held by him. For the shares held by the company and their changes, every 25% during the term of office; The shares held by the company shall not exceed the total number of shares held by the company within one year from the date of listing and trading of the company's shares, and shall not be transferred within one year. The above-mentioned personnel shall not transfer 25% of their salary within half a year after their resignation; The shares of the company held by the company since the date of listing and trading of the company's shares shall not be transferred within one year from December after six months after leaving the office. Within half a year after leaving office, the above-mentioned personnel may transfer their shares of the company without listing and trading in the stock exchange.

The proportion of the total number of shares held by the company shall not exceed 50%.

Article 29 the directors, supervisors and senior managers of the company, and the shareholders holding more than 5% of the shares of the company who hold more than 5% of the shares of the company in Article 30 shall transfer the shareholders, directors, supervisors and senior managers of the company they hold, If the company's shares or other equity securities held by it within 6 months after the purchase of 12 shares or other equity securities or other equity securities are bought and sold, or bought again within 6 months after the sale, and the proceeds are sold within 6 months after the sale, or purchased and returned to the company within 6 months after the sale, the board of directors of the company will recover the proceeds and enter the securities, The company shall own the proceeds therefrom

A securities company takes back its income from the issuance of new shares by the underwriting company and the purchase of after-sales remaining shares. However, if a securities company has more than 5% of the shares after the purchase and sale, the time limit for selling the shares is not subject to 6 months. The remaining shares hold more than 5% of the shares, except under other circumstances prescribed by the CSRC.

……

Article 41 the general meeting of shareholders is the authority of the company. According to Article 40, the general meeting of shareholders is the authority of the company and exercises the following functions and powers in accordance with the law:

Exercise the following powers:

... (12) to consider and approve the Guarantees specified in Article 42; (12) to consider and approve the Guarantees specified in Article 41; Item;

13. (XIII) review the purchase and sale of major assets within one year; (XIII) review the purchase and sale of major assets within one year that exceed 30% of the company's latest audited total assets; (14) review and approve the change of the purpose of the raised funds if the assets exceed 30% of the company's total audited assets in the latest period; matter;

（15） Review the equity incentive plan; （14） Review and approve the change of the purpose of the raised funds; （16） Review laws, administrative regulations, departmental rules or this chapter (XV) 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 procedures. （16） Review laws, administrative regulations, departmental rules or this