Securities code: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) securities abbreviation: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Announcement No.: 2022033 bond Code: 127057 bond abbreviation: Panlong convertible bond
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as "the company") held the 22nd Meeting of the third board of directors on April 22, 2022, deliberated and adopted the proposal on Amending the articles of association, and submitted the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies, No. 1 guidelines for self regulatory supervision of Listed Companies in Shenzhen Stock Exchange - standardized operation of listed companies on the main board, the articles of Association of the Communist Party of China and other relevant provisions, the company plans to further amend some provisions of the articles of association. The specific amendments are as follows:
Before and after revision
Article 1 article 1
In order to safeguard the legitimate rights and interests of Shaanxi Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) Group Co., Ltd. (hereinafter referred to as the "company") and its joint-stock company (hereinafter referred to as the "company") and its shareholders and creditors, standardize the legitimate rights and interests of the creditors of the company, and standardize the organization, organization and behavior of the company, According to the act of the people's Republic of China, according to the company law of the people's Republic of China, the company law (hereinafter referred to as the "company law"), (hereinafter referred to as the "company law"), the securities law of the people's Republic of China (hereinafter referred to as the securities law of the people's Republic of China) (hereinafter referred to as the "Securities Law"), the chapter of listed companies and the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the guidelines on the process of Shenzhen Stock Exchange, the guidelines on self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - Guidelines on the standardized operation of main companies, the standardized operation of listed companies on the chapter board of the Communist Party of China, the process of the Communist Party of China and other relevant provisions. The articles of association is formulated in accordance with the articles of association and other relevant provisions.
Article 2 Article 2
The company is a joint stock limited company established in accordance with the company law and other relevant laws and administrative regulations. Division. The company is established by means of initiation; The company is established by means of initiation; Registration with Shaanxi provincial market supervision and Administration Bureau, registration with Shaanxi Provincial Administration for Industry and commerce, business license No. 916100 Shandong Minhe Animal Husbandry Co.Ltd(002234) 72005u.
916100 Shandong Minhe Animal Husbandry Co.Ltd(002234) 72005U。
Article 19 Article 19
The issuance of shares of the company shall be public and the issuance of shares of the company shall be carried out in accordance with the principles of openness, fairness, fairness and impartiality. Each share of the same kind shall have the same rights. Equal rights. For shares of the same class issued at the same time and shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; Any issuance conditions and prices shall be the same; For the shares subscribed by any unit or individual, the same price shall be paid for each share subscribed by any unit or individual.
Pay the same price. When issuing convertible corporate bonds, the company shall issue, convert shares and arrange in accordance with the provisions of laws, regulations and normative documents such as the measures for the administration of securities issuance of listed companies and the measures for the administration of convertible corporate bonds, Convertible bonds can be converted into shares of the company no less than six months from the date of issuance, and the period of conversion shall be determined by the company according to the duration of convertible bonds and the financial status of the company. The holders of convertible bonds have the option to convert shares or not, and become the shareholders of the Issuer on the next day of the conversion.
Article 27 Article 27
Under the following circumstances, the company may not purchase its own shares in accordance with this law. However, the laws, administrative regulations, departmental rules and the articles of association are excluded from any of the following circumstances:
It is stipulated that the acquisition of shares of the company: (I) reduce the registered capital of the company;
(I) reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger of the company; (III) use the shares for the employee stock ownership plan or (III) use the shares for the equity incentive of the employee stock ownership planner;
Or equity incentive; (IV) the shareholder requests the company to accept the company's merger or division resolution and requires the company to purchase its shares publicly because of the shareholder's objection to the company's merger or division resolution made at the general meeting of shareholders (IV);
The company acquires its shares; (V) use the shares for the issuance of the conversion company; (V) use the shares for the issuance of corporate bonds convertible into shares by the conversion company;
Corporate bonds convertible into shares; (VI) the company is necessary to maintain the company's value and shareholders. (VI) the company is necessary to maintain the company's value and equity interests.
Necessary for East equity.
Except for the above circumstances, the company will not purchase the shares of the company.
Article 33 Article 33
The company's directors, supervisors, senior managers, directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares shall sell the company's shares held by shareholders holding more than 5% of the company's shares within 6 months after purchase, sell the company's shares or other shares held by them, or buy them again within 6 months after sale, and sell the securities with rights within 6 months after purchase, The income thus obtained belongs to the company. The company may buy it again within six months after the sale, and the board of directors of the exchange will recover its income. However, the proceeds of the certificate shall be owned by the company, and the board of directors of the company will hold the securities company to recover the proceeds from the purchase of after-sales surplus shares due to underwriting. However, if a securities company has more than 5% of the shares, the sale of the shares is not subject to the restriction of holding 5% of the remaining after-sales shares for 6 sales for more than 5 months. Where the company sells shares, the sale of such shares shall not be limited by six months. The board of directors of the company does not implement the system in accordance with the provisions of the preceding paragraph.
The shareholders have the right to require the board of directors to act as the director, supervisor and senior manager mentioned in the preceding paragraph within 30 days. If the board of directors of the company fails to the shares or other securities held by the executive or natural person shareholders within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in the name of their own equity securities, including their spouses, parents and shareholders, for the benefit of the company. The board of directors of the company does not comply with the provisions of paragraph 1 or other equity securities held by children or by using other people's accounts.
The responsible directors shall be jointly and severally liable for the failure of the board of directors to comply with the provisions of paragraph 1 of this article. In case of execution, the shareholders have the right to require the board of directors to execute 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 comply with the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Article 41 Article 41
The shareholders of the company shall undertake the following obligations: the shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations and the articles of Association; Process;
(II) pay the share capital according to the shares subscribed and the method of the shareholder (II) pay the share capital according to the shares subscribed and the method of the shareholder; Pay the share capital in cash;
(III) no withdrawal of shares except as provided by laws and regulations (III) no withdrawal of shares except as provided by laws and regulations; No withdrawal;
(IV) not abusing shareholders' rights to damage the company; (IV) not abusing shareholders' rights to damage the interests of the company or other shareholders; Shall not abuse the interests of the company or other shareholders; It is not allowed to abuse the independent status of the company law as a legal person and the limited liability of shareholders to damage the independent status of persons and the limited liability of shareholders to damage the interests of creditors of corporate bonds; Shareholders of the company abuse the interests of shareholders;
If the rights of shareholders cause losses to the company or other shareholders (V) laws, administrative regulations and the procedures of this chapter, they shall be liable for compensation according to law. Other obligations that should be undertaken.
Where the shareholders of the company abuse the independent status of the company as a legal person, the shareholders of the company abuse the rights of shareholders, give limited liability to the company or shareholders, evade debts, and cause losses to other shareholders, they shall be liable for compensation for the interests of the creditors of the company according to law. If they harm the interests of the creditors of the company, they shall be liable for the debts of the company. The shareholders of the company shall bear joint and several liability for abusing the independence of the company's legal person. If the shareholders of Weihe evade their debts with limited liability, seriously damage (V) laws, administrative regulations and the articles of association, and harm the interests of creditors of the company, they shall stipulate other obligations to be undertaken for the debts of the company. Jointly and severally liable.
Article 43 Article 43
The controlling shareholders and actual controllers of the company shall not use their affiliated relationship to harm the interests of the company. Illegally using its affiliated relationship to damage the interests of the company. Those who violate the regulations and cause losses to the company shall be determined. Those who cause losses to the company shall be liable for compensation. Ren.
The controlling shareholders and actual controllers of the company have the obligation of good faith to the controlling shareholders and actual controllers of the company and other shareholders of the company. The controlling shareholders and the public shareholders of the company have the obligation of good faith. Shareholders of shares shall exercise their rights in strict accordance with the law, and the controlling shareholders shall exercise the rights and obligations of investors in strict accordance with the law. The controlling shareholder and the actual controller shall not use profit distribution, asset reorganization, external reorganization, external investment, capital occupation, loan guarantee investment, capital occupation, loan guarantee and other means to damage the legitimate and illegal rights and interests of the company and the public shareholders of the society, It shall not use its controlling position to damage the company's profits, and use its controlling position to damage the interests of the company, other shares and other shareholders.
The interests of the East. The board of directors shall establish a mechanism of "freezing upon occupation" of the shares held by the controlling shareholder and the actual controller, that is, the mechanism of "freezing upon occupation" of the shares held by the controlling shareholder and the actual controller. If it is found that the controlling shareholder and the actual controller embezzle assets, it is found that the controlling shareholder and the actual controller embezzle assets, it shall apply for judicial freezing immediately. If it is unable to pay off the assets in cash, it shall apply for judicial freezing immediately, If it cannot be, the embezzled assets shall be repaid through the realization of shares.
In case of cash repayment, the assets of the company's directors and supervisors nominated by the controlling shareholder shall be embezzled through the repayment of realized shares. If the company is a shareholder, it shall comply with the conditions and procedures prescribed by laws, regulations and the articles of Association for the nomination of directors and supervisors by the controlling shareholders. If the controlling shareholders are not allowed to elect shareholders, they shall comply with the conditions and procedures stipulated in the laws and regulations, the personnel election results of the general meeting of the company and the personnel appointment decision process of the board of directors. The controlling shareholders shall not discuss
