Fujian Cosunter Pharmaceutical Co.Ltd(300436)
constitution
April 2022
Contents chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI voting and resolution of general meeting of shareholders Chapter V board of directors Section I directors section II board of directors section III special committees of the board of directors Chapter VI general manager and other senior managers section I General Manager and other senior managers section II Secretary of the board of directors Chapter VII board of supervisors section I supervisors section II board of supervisors Chapter VIII Financial Accounting system Profit distribution and Audit Section 1 financial accounting system section 2 Internal Audit Section 3 appointment of accounting firms Chapter 9 notification and announcement section 1 notification section 2 announcement Chapter 10 merger, division, capital increase, capital decrease, dissolution and liquidation section 1 merger, division, capital increase and capital decrease section 2 dissolution and liquidation Chapter 11 amendment to the articles of Association chapter 12 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.
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 provisions. The company was established by way of sponsorship, registered with the Administration for Industry and Commerce of Ningde City, Fujian Province and obtained a business license. At present, the company registration authority is Fujian market supervision and Administration Bureau, and the unified social credit code of business license is 91350 Beijing Yanjing Brewery Co.Ltd(000729) 7027606.
Article 3 with the approval of China Securities Regulatory Commission on April 2, 2015, the company issued 14 million RMB common shares to the public for the first time, and the old shareholders transferred 3.5 million shares. It was listed on Shenzhen Stock Exchange on April 22, 2015.
Article 4 registered name of the company: Fujian Cosunter Pharmaceutical Co.Ltd(300436) .
English Name: Fujian cosunter Pharmaceutical Co., Ltd.
Article 5 company domicile: building 1-7, Fuyuan Industrial Park, Zherong County, Ningde City, Fujian Province.
Article 6 the registered capital of the company is RMB 158777000.
Article 7 the company is a permanent joint stock limited company.
Article 8 the legal representative of the company shall be the chairman or general manager and shall be registered according to law.
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, general manager and other 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. Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s chief operating officer, general manager of risk control, chief scientist, deputy general manager, Secretary of the board of directors and person in charge of finance.
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: Broadcasting benevolence and paying attention to people’s livelihood.
Article 14 after being registered according to law, the business scope of the company is: production and sales of tablets, capsules, tea preparations, granules, APIs and artificial Tianzhu yellow on the basis of drug production license; Produce and sell health food with food hygiene license; Export: pharmaceutical products produced by the enterprise itself (if there are regulations in the pharmaceutical industry, such regulations shall prevail); Import: the import business of raw and auxiliary materials, mechanical equipment, spare parts and technologies required by the enterprise for production and scientific research; Research and development of drugs, health food and food and provision of relevant technical services. (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; 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 with China Securities Depository and Clearing Co., Ltd.
Article 19 the promoters at the time of establishment of the company include Fujian Aohua Group Co., Ltd., Beijing Kunwu Jiuding pharmaceutical investment center (limited partnership), ye Liqing, Ningde Zherong Aotai Technology Investment Center (limited partnership), Li Guoping and Li Guodong. The proportion of shares held by the promoters at the time of establishment of the company, the mode of capital contribution and the time of capital contribution are as follows:
Serial number name of initiator shareholding ratio contribution method contribution time
1. Fujian Aohua Group Co., Ltd. converted 32.86% of net assets into shares on July 31, 2011
2. Beijing Kunwu Jiuding pharmaceutical investment center (limited partnership) 20.00% net assets converted into shares 201107.31
3. Ye Liqing converted 14.28% of net assets into shares on July 31, 2011
4. Ningde Zherong Aotai Technology Investment Center (limited partnership) converted 12.86% of net assets into shares on July 31, 2011
5. Li Guoping converted 12.86% of net assets into shares on July 31, 2011
6. Li Guodong converted 7.14% of net assets into shares on July 31, 2011
Total 100% net assets converted into shares 201107.31
Article 20 the total number of shares of the company is 158777000, and the capital structure of the company is 158777000 ordinary shares.
Article 21 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares 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:
(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 may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
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.
If the company purchases its shares in accordance with the circumstances specified in items (III), (V) and (VI) of paragraph 1 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 under 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 shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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.
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 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 tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 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 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within 6 months after buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 the preceding paragraph, 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
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares; (VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
thirtieth
