Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope two
Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares three
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders twelve
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-seven
Chapter VI senior managers and the company’s incentive and restraint mechanism thirty-two
Section 1 senior management thirty-two
Section II performance and performance evaluation thirty-five
Section III salary and incentive thirty-five
Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors thirty-seven
Chapter VIII decision making procedures for major transactions thirty-nine
Section 1 major transactions thirty-nine
Section II related party transactions forty-three
Chapter IX Financial Accounting system, profit distribution and audit forty-six
Section I financial accounting system forty-six
Section II Internal Audit forty-nine
Section III appointment of accounting firm fifty
Chapter X notice and announcement fifty
Section I notice fifty
Section II information disclosure Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation fifty-one
Section 1 merger, division, capital increase and capital reduction fifty-one
Section 2 dissolution and liquidation fifty-two
Chapter XII amendment of the articles of Association 54 Chapter XIII Supplementary Provisions fifty-four
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. It was initiated and established by the overall change of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd., registered with Shantou market supervision and Administration Bureau of Guangdong Province and obtained a business license. The unified social credit code is 9144050019272917xc.
Article 3 the company was registered with the consent of the China Securities Regulatory Commission on October 9, 2021, issued 40 million RMB common shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on December 7, 2021.
Article 4 registered name of the company: Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd.
English Name: Guangdong lifestrong Pharmaceutical Co., Ltd
Article 5 domicile of the company: No. 08, area 16, Chaoyang Road, Jinyuan Industrial City, Shantou City.
Article 6 the registered capital of the company is 160 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman of the company is the legal representative of the company.
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 the company shall establish Party organizations and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company shall provide necessary conditions for the party’s organizational activities and give full play to the positive role of the party organization in corporate governance.
Article 11 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 and 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 12 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to realize the steady and sustainable development of the enterprise, enable all shareholders to obtain good economic benefits and prosper the social economy under the guidance of market demand, for the purpose of improving economic benefits, labor productivity and maintaining and increasing the value of assets.
Article 14 the company implements the development concept of innovation, coordination, green, openness and sharing, protects the legitimate rights of shareholders and ensures their fair treatment, actively performs social responsibilities, respects the basic rights and interests of stakeholders, and effectively improves the value of the company.
Article 15 after being registered according to law, the business scope of the company is: drug production; Production and sales of disinfection products; Production and operation of medical devices; Production and sales of daily chemical products; Production and sales of labor protection articles; Production and sales of cosmetics; Production and sales of washing products; Production and sales of non-woven fabrics; Acquisition of traditional Chinese medicine and research and development of drugs; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval). (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 16 the shares of the company shall be in the form of registered shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind 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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 20 the company is established by way of sponsorship. The sponsors, the number of shares subscribed, the mode of capital contribution and the shareholding ratio at the time of establishment are as follows:
Number of shares (shares) subscribed by No. initiator name shareholding ratio contribution method
1. Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. 720 Shenzhen Zhenye(Group)Co.Ltd(000006) 00000% of net assets converted into shares
2 hehe investment holding (Guangzhou) partnership 180 Ping An Bank Co.Ltd(000001) 50000% of net assets converted into shares
Enterprise (limited partnership)
3. Guangdong qiaoyin Real Estate Development Co., Ltd. 120 Ping An Bank Co.Ltd(000001) 00000% of net assets converted into shares
company
4 Shantou Yinkang enterprise management consulting 58615204.8846% net assets converted into shares
Partnership (limited partnership)
5 Guangdong SME equity investment base 50847604.2373% of net assets converted into shares
Gold Co., Ltd
6 Zheng Zhaolong 30508802.5424% of net assets converted into shares
Guangzhou haibaixing No.1 Equity Investment Co., Ltd
7-capital partnership (limited partnership) 18813601.5678% of net assets converted into shares
8 Xinyu Yinshi No. 8 Investment Management Co., Ltd. 10170000.8475% of net assets converted into shares
Partnership (limited partnership)
Xinyu shengshang chuangbang Investment Management Co., Ltd
9 heart (limited partnership) 10170000.8475% of net assets converted into shares
10. Zhuhai Hengqin Yixing monthly investment amounted to 874800.0729% of net assets converted into shares
Partnership (limited partnership)
Total 1200 Ping An Bank Co.Ltd(000001) 000000%-
The above-mentioned promoters paid their share capital with their share in the net assets of Guangdong Jiangxi Wannianqing Cement Co.Ltd(000789) Pharmaceutical Co., Ltd. as capital contribution on July 18, 2018.
Article 21 the total number of shares of the company is 160 million, with a par value of 1 yuan per share, all of which are ordinary shares.
Article 22 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 23 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 24 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 25 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or division of the company made by the general meeting of shareholders;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not engage in the trading of the company’s shares.
Article 26 the company may choose one of the following ways to purchase its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. If the company purchases its shares for the reasons of items (3), (5) and (6) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (1) and (2) of paragraph 1 of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in paragraphs (3), (5) and (6) of paragraph 1 of Article 25 of the articles of association, it does not need to be submitted to the general meeting of shareholders for deliberation, and it can be implemented after being approved by the resolution of the board meeting 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 25 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company as a joint stock limited 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.
Article 31 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 term of office, 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
