Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Comparison table of amendments to articles of association and related systems
In accordance with the provisions of laws and regulations such as Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of GEM listed companies, and in combination with the changes of relevant conditions of the company, the company revised some provisions of 10 systems such as the articles of Association and the independent director system.
The above system amendments have been deliberated and approved at the 13th meeting of the 4th board of directors and the 12th meeting of the 4th board of supervisors held by the company on April 21, 2022. Among them, the amendments to the articles of association, the independent director system, the rules of procedure of the general meeting of shareholders, the rules of connected transactions, the external guarantee system and the measures for the management of raised funds must be submitted to the general meeting of shareholders of the company for deliberation.
catalogue
Comparison table of amendments to the articles of Association 1. Comparison table for revision of independent director system 4 comparison table of amendments to the rules of procedure of the general meeting of shareholders 8 comparison table of amendments to the rules on connected transactions 10 comparison table for revision of external guarantee system 11 comparison table for the revision of the measures for the administration of raised funds Comparison form of information disclosure system 12 18 comparison table for revision of internal reporting system of major information 23 comparison table for the revision of the registration and management system for insiders 26 comparison table for the revision of the management system for the shares and changes of the company held by directors, supervisors and senior managers twenty-nine
1、 Comparison table of amendments to the articles of Association
Revised terms before and after revision
The company establishes a Communist Party group in accordance with the provisions of the constitution of the Communist Party of China. Article 12 - organize and carry out party activities. The company provides necessary conditions for the activities of the party organization.
Directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell their shares of the company or other directors, supervisors, senior managers and equity securities holding shares of the company within 6 months after purchase, or shareholders holding more than 5%, Buy the company's shares held by them within 6 months after they are sold, and the proceeds will be sold by the company within 6 months after they are sold or bought within 6 months after they are sold, and the board of directors of the company will recover the proceeds. However, Article 30 of the certificate, the proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds from more than 5% of the shares held by the company due to the exclusive sale of the remaining after-sales shares. However, if a securities company purchases the remaining after-sales shares due to underwriting, the sale of the shares is not subject to the six-month time limit.
If a person holds more than 5% of the shares, the sale of the shares is not subject to the time limit of six months for the shares of directors, supervisors, senior managers and natural persons mentioned in the preceding paragraph. The shares or other securities with equity nature held by Dong include the shares or other securities with equity nature held by his spouse, parents and children and by using other people's accounts.
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The general meeting of shareholders is the power organ of the company and exercises the following functions according to law. The general meeting of shareholders is the power organ of the company and exercises the following functions and powers according to law:
Article
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
The following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders.
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The following external guarantees of the company shall be reviewed and approved by the general meeting of shareholders. The company shall provide guarantees for wholly-owned subsidiaries or for holding subsidiaries. Providing guarantee and other shareholders of the holding subsidiary provide guarantee in the same proportion according to their rights and interests, which belongs to the situation that the company provides guarantee for a wholly-owned subsidiary in paragraphs (I), (II) and (42) of paragraph 2 of this article, or for a holding subsidiary in items (III) and (V), It can be exempted from submitting Article 100 to the general meeting of shareholders to provide guarantee, and other shareholders of holding subsidiaries can be considered according to their rights and interests.
Providing the same proportion of guarantee belongs to items (I) and (II) of paragraph 2 of this article. If the company provides guarantee for the holding subsidiary, if there are a large number of items (III) and (V) every year, it can be exempted from submitting to the general meeting of shareholders, and it is necessary to often conclude guarantee agreements, so it is difficult to submit each agreement for deliberation. In case of deliberation by the board of directors or the general meeting of shareholders, the company can estimate the total amount of new guarantee for two types of subsidiaries with asset liability ratio of more than 70% and asset liability ratio of less than 70% respectively in the next 12 months, and submit it to the general meeting of shareholders for deliberation.
If the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, they shall send an opportunity to notify the board of directors to the CSRC where the company is located, and file it with the stock exchange.
Filing with the stock exchange. Article 50 before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
Less than 10%. The convening shareholders shall send the notice of the general meeting of shareholders and the resolution of the general meeting of shareholders. The convening shareholders shall submit relevant supporting materials to the stock exchange when sending the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
When discussing the announcement, it shall be submitted to the dispatched office of the CSRC where the company is located and the Securities Regulatory Commission
The stock exchange shall submit relevant supporting materials.
The notice of the general meeting of shareholders includes the following contents: the notice of the general meeting of shareholders includes the following contents:
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(V) name and telephone number of permanent contact person for conference affairs. (VI) voting time and procedures by network or other means. If the general meeting of shareholders adopts the network or other means, it shall be in the general meeting of shareholders. The company shall clearly specify the voting time of the network or other means, the voting time and voting procedures of the form in the notice of the general meeting of shareholders. Shareholders' meeting network or other decision-making procedures. The starting time of online voting or other ways of voting at the general meeting of shareholders shall not be earlier than 9:15 a.m. on the day when the general meeting of shareholders is held, 3:00 p.m. on the day before the end of the meeting, and not later than 3:00 p.m. on the day when the general meeting of shareholders is held. At 9:30 a.m. on the same day, the closing time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
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The following matters shall be adopted by special resolution of the general meeting of shareholders: the following matters shall be adopted by special resolution of the general meeting of shareholders:
Article 78
Article (II) division, merger, dissolution and liquidation of the company; (II) division, division, merger, dissolution and liquidation of the company
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The shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders.
... where a shareholder's purchase of voting shares of the company violates Article of the securities law, and the company's shares held by the company have no voting rights, and the shares exceeding the specified proportion are not included in the total number of voting shares attending the general meeting of shareholders. Part of the shares shall not be exercised within 36 months after the purchase. The board of directors of the company, independent directors, shareholders holding more than 1% of the voting rights and not included in the total number of shares with voting rights attending the general meeting of shareholders, 79th shares and other subjects can act as solicitors and entrust the number of shares on their own.
Article securities companies and securities service institutions publicly request shareholders to entrust them to attend the shareholders' meeting on behalf of the company's board of directors, independent directors, shareholders holding more than 1% of the voting rights and exercising the proposal rights, voting rights and other shares on behalf of them, or in accordance with laws, administrative regulations or the rights of the CSRC, However, the investor protection institution established in accordance with the provisions of the solicitation Committee shall not be paid or paid in a disguised form. It may act as a soliciter and protect the rights of shareholders. Securities companies and securities service institutions, either on their own or by entrustment, publicly request... Shareholders to entrust them to attend the shareholders' meeting on their behalf and exercise shareholder rights such as proposal right and voting right on their behalf, but not with compensation or in disguised form
