Amendment to the articles of Association (April 2022)
According to the Tellgen Corporation(300642) articles of Association (hereinafter referred to as the "articles of association")
According to the relevant provisions of the company and in combination with the actual situation of the company, the following amendments are proposed to the articles of association:
After the original clause is revised
Article 2 the company is formed in accordance with the company law and other relevant provisions. Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the "company"). Li's Co., Ltd. (hereinafter referred to as "the company").
The company is a Shanghai Tellgen Corporation(300642) company established on November 6, 2003. It is a joint stock limited company established by the overall change of Shanghai Tellgen Corporation(300642) Technology Co., Ltd. established on November 6, 2003, and a joint stock limited company established by the overall change of Shanghai Tellgen Corporation(300642) Technology Co., Ltd, On January 30, 2015, it was approved and registered by Shanghai Administration for Industry and commerce according to the law of Shanghai Administration for Industry and Commerce on January 30, 2015, and obtained the business license with the registration number of 91310 Shandong Xinhua Pharmaceutical Company Limited(000756) 110429r. 91310 Shandong Xinhua Pharmaceutical Company Limited(000756) 110429r business license.
Article 6 the registered capital of the company is RMB 163904139 million. Article 6 the registered capital of the company is RMB 163834581 million. Yuan.
Article 12 the company shall establish a new Communist Party to organize 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.
Article 19 the total number of shares of the company is 163904139 million, and Article 20 the total number of shares of the company is 163834581 million, all of which are ordinary shares. Common stock.
Article 23 under the following circumstances, the company may not purchase its own shares in accordance with laws and Article 24. However, there are administrative regulations, departmental rules and the articles of association, except for the acquisition of the company under one of the following circumstances:
Shares of the company: (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 employee stock ownership plan or equity incentive; (III) use the shares for employee stock ownership plan or equity incentive; (IV) the shareholder requests the company to purchase its shares due to the shareholder's objection to the company's merger or division resolution made by the general meeting of shareholders;
Dissenting from the resolution and requiring the company to purchase its shares; (V) converting shares into convertible bonds issued by listed companies; (V) converting shares into convertible bonds issued by listed companies;
Corporate bonds of stocks; (VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. (VI) it is necessary for a listed company to safeguard the company's value and shareholders' rights and interests. Article 26 If the company purchases its shares due to item (I) of Article 23 and items (I) and (II) of Article 24 of the articles of association, it shall purchase its shares according to item (II) of the articles of association, and it shall be resolved by the general meeting of shareholders; The resolution of the East general meeting of the company due to Article 23 (III) of the articles of Association; If the company purchases the shares of the company under the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association or the shares of a large shareholder company, it shall be authorized by the board of directors attended by more than two-thirds of the directors and adopted at the board meeting attended by more than two-thirds of the directors.
Resolution. After the company purchases the company's shares in accordance with Article 24 of the articles of association, if the company purchases the company's shares in accordance with Article 23 of the articles of association, it shall be cancelled within 10 days from the date of acquisition if it belongs to item (I); Write off within 10 days from the date of belonging to item (II) and item (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of the third party, it shall be transferred or cancelled within 6 months; In the case of items (III), (V) and (VI), and 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 10% of the total issued shares of the company within three years, and shall be transferred or cancelled within three years.
Pin. Article 29 the directors, supervisors and senior managers of the company, the shareholders holding more than 5% of the shares of the company and the shareholders holding more than 5% of the shares of the company shall sell the company's directors, supervisors and senior managers, the company's shares or other equity securities held by them within 6 months after purchase or other equity securities within 6 months after purchase, Or buy again within 6 months after the sale, sell again within 6 months, or buy again within 6 months after the sale, and the income derived therefrom shall be owned by the company. The board of directors of the company will recover its income, which will be owned by the company, and the board of directors of the company will recover its income. However, the securities company obtains the residual income after sales due to the exclusive sale. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the six votes and holds more than 5% of the shares, as well as the monthly time limit of the CSRC.
Except for other circumstances stipulated by the board of directors.
The shares of directors, supervisors, senior managers and natural persons referred to in the preceding paragraph, the shares or other specific equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph, and the shares or other specific equity securities held by Baodong, including those held by their spouses, parents and children and those held by others' accounts, including their spouses, parents Stocks or other equity securities held by children and held in other people's accounts. Some stocks or other equity securities.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to comply with the provisions of the preceding paragraph. If the board of directors fails to comply with the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to do so within 30 days. The board of directors of the company failed to implement the above requirements within 30 days. If the board of directors of the company fails to implement within the above limit, the shareholders have the right to implement within their own time limit for the interests of the company, and the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the interests of the company. Directly bring a lawsuit to the people's court in the name of.
If the board of directors of the company fails to comply with the provisions of paragraph 1, and the board of directors of the company is responsible for not complying with the provisions of paragraph 1, the directors responsible shall bear joint and several liabilities according to law. The appointed directors shall be jointly and severally liable according to law.
Article 38 shareholders holding more than 5% of the voting shares of the company article 39 shareholders holding more than 5% of the voting shares of the company who pledge their shares shall make a written report to the company from the date of occurrence. Make a written report to the company on the date of occurrence of the fact.
When any shareholder holds or through agreements or other arrangements with him through securities trading on the stock exchange, and the shareholders hold or jointly hold 5% of the issued shares of the company, and through agreements or other arrangements jointly hold 5% of the issued shares of the company with others, it shall be when the voting shares of the company reach 5% within 3 days from the date of this fact, A written report shall be made to the CSRC and the stock exchange within three days from the date of the written notice, and the CSRC and the stock exchange company shall be announced. Within the above-mentioned period, no further trading shall be conducted, a written report shall be made, the company shall be notified in writing, and an announcement shall be made. Shares in the company, except under the circumstances prescribed by the CSRC. During the said period, the company's shares shall not be traded, except under the circumstances held by any shareholder of the CSRC or stipulated by the CSRC through agreement or other arrangements.
After the shares of the company jointly held by the shareholders reach 5% of the issued shares of the company or share 5% with others through agreements and other arrangements, the report and announcement shall be made in accordance with the provisions of the preceding paragraph for each increase or decrease in the proportion of the issued shares of the company held by the shareholders and 5% less than the voting shares of the company. After the announcement, it shall not buy or sell any more shares with voting rights issued by the company from the date of each increase to 3 days after the announcement, and shall report the shares of the company in accordance with the provisions of the preceding paragraph, except under the circumstances prescribed by the CSRC. Notices and announcements. From the date of the occurrence of this fact to three days after the announcement, those who buy the shares of the company in violation of the provisions of paragraphs 2 and 3 of this article shall not buy or sell the shares of the company, except for the shares with interests in the circumstances stipulated by the CSRC within 36 months after the purchase.
The part exceeding the specified proportion shall not exercise the right to vote. After a shareholder holds 5% of the issued voting shares of the company or holds 10% of the issued shares of the company together with others through agreements or other arrangements, for each increase in the proportion of the issued voting shares of the company, he shall disclose to the company within 3 days after reaching 10%, The information of the company's shares and the subsequent plan to increase the company's shares shall be notified on the next day of the occurrence of the fact, and announced to the company.
Request the board of directors to convene an extraordinary general meeting of shareholders, and tell the general meeting of shareholders that it has purchased the company's clear plan to increase its shares in violation of the provisions of paragraphs 2 and 3 of this article. If the relevant information is not disclosed in time and the shares do not have the right to vote, the part exceeding the specified proportion shall not exercise the right to vote within 36 months after the purchase, which is complete or untrue, or the explanatory matters have not been deliberated and approved by the general meeting of shareholders. It does not have the right to nominate candidates for directors and supervisors of the company. When shareholders hold or jointly hold 10% of the issued voting shares of the company with others through agreements or other arrangements, It shall disclose the information of its holding of the company's shares and the subsequent share increase plan to the company within three days from the date of this fact, and request the board of directors to convene an extraordinary general meeting of shareholders to explain the share increase plan to the general meeting of shareholders. If the relevant information disclosure is not timely, incomplete or untrue, or the explanatory matters have not been deliberated and approved by the general meeting of shareholders, they do not have the right to nominate candidates for directors and supervisors of the company.
Article 39 the controlling shareholders and actual controllers of the company shall not be. Article 40 the controlling shareholders and actual controllers of the company shall not use their affiliated relations to harm the interests of the company. Violating the regulations and damaging the interests of the company with its affiliated relationship. Those who violate the regulations and cause losses to the company shall be liable for compensation. If losses are caused, it shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and other companies, and the controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and social public shareholders. The controlling shareholders shall exercise their rights in strict accordance with the law, and the outstanding shareholders shall bear the obligation of good faith. The controlling shareholders shall exercise the rights of investors in strict accordance with the law. The controlling shareholders shall not use profit distribution and assets to exercise the rights of investors. The controlling shareholders shall not use profit distribution, reorganization, foreign investment, capital occupation, loan guarantee and other means to damage the legitimate rights and interests of the company and public shareholders, It is not allowed to damage the legitimate rights and interests of the company and the shareholders of public shares, and its control position is not allowed to damage the interests of the company and other shareholders. Use its controlling position to harm the company and others
