Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
constitution
April, 2002
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) contents of articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V party organization Chapter VI board of directors Chapter VII general manager and other senior managers 38 Chapter VIII board of supervisors Chapter IX Financial Accounting system, profit distribution and audit Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation 48 Chapter XII amendment of the articles of Association 51 Chapter XIII Supplementary Provisions 51 i
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
constitution
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as the “company”) and its shareholders and creditors, and standardize the organization and behavior of the company, 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 the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association of the Communist Party of China and other relevant provisions.
Article 2 the company is established in accordance with the company limited liability law and other relevant laws and regulations.
The company is established by means of initiation; Registered with Shaanxi market supervision and Administration Bureau and obtained a business license with the business license number of 916100 Shandong Minhe Animal Husbandry Co.Ltd(002234) 72005u.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 20, 2017, the company issued 21.67 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on November 16, 2017.
Article 4 registered name of the company:
Full Chinese Name: Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Full English Name: Shaanxi Panlong Pharmaceutical Group Limited by share Ltd
Article 5 address of the company: Panlong Ecological Industrial Park, Zhashui County, Shangluo City, Shaanxi Province, postal code 711400. Article 6 registered capital of the company: 86.67 million yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman 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 according to the provisions of the constitution of the Communist Party of China, the company establishes the organization of the Communist Party of China, plays a leading role, and ensures the direction, overall situation and implementation. The company establishes the working organization of the party and carries out party activities. The company shall provide necessary conditions for the normal activities of the party organization. The establishment and staffing of the party organization shall be included in the enterprise management organization and staffing, and the work funds of the party organization shall be included in the company’s budget and disbursed from the management fee.
Article 11 the company implements the development concept of innovation, coordination, green, openness and sharing, has sound, effective and transparent corporate governance, ensures the legitimate rights of shareholders and fair treatment, respects the basic rights and interests of stakeholders, and effectively improves the overall value of the company.
Article 12 the company will actively practice the concept of green development, integrate the requirements of ecological and environmental protection into the development strategy and corporate governance process, actively participate in the construction of ecological civilization, and play an exemplary and leading role in pollution prevention, resource conservation and ecological protection.
Article 13 while maintaining the sustainable development of the company, improving business performance and protecting the interests of shareholders, the company will actively perform its social responsibilities in terms of community welfare, disaster relief and poverty relief, public welfare, etc.
Article 14 from the effective date, the articles of association 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 15 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance (i.e. the chief financial officer) and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 16 the business purpose of the company is to adopt advanced technology, make rational use of its capital, manpower and material resources, vigorously develop the cause of medicine and health, improve the quality of drugs and the ability to earn foreign exchange, develop new products suitable for the market outside China, carry out diversified business within the scope allowed by the state, produce and operate marketable products, benefit the majority of patients, and develop international economy and trade in order to inherit the cause of Chinese traditional medicine, Improve the economic benefits of the enterprise, so that all shareholders can obtain satisfactory investment results and make contributions.
Article 17 the business scope of the company is: general items: medical research and experimental development; Sales of sanitary supplies and disposable medical supplies; Sales of disinfectants (excluding hazardous chemicals); Acquisition of Chinese herbal medicine; Sales of class II medical devices; Sales of class I medical devices; Production of class I medical devices; Cosmetics retail (except for the items that must be approved according to law, carry out business activities independently according to law with the business license). Licensed items: Drug Import and export; Technology import and export; Import and export agency; Drug production; Disinfectant production (excluding hazardous chemicals); Production of sanitary products and disposable medical products; Commissioned production of drugs; Import and export of goods; Production of disinfection instruments; Drug retail; Road cargo transportation (excluding dangerous goods); Production of class II medical devices; Production of class III medical devices; Class III medical device business; Cosmetics production; Production of health products (non food); Sales of health care products (non food); Health food production; Sales of health food; Food production; Food business (sales of prepackaged food); Production of formula food for special medical purposes; Sales of formula food for special medical purposes; Food Internet sales (sales of prepackaged food); Food Internet sales (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
(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 18 the shares of the company shall be in the form of shares.
Article 19 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.
When issuing convertible corporate bonds, the company shall issue, convert shares and make arrangements 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. In case of any change in the company’s share capital caused by the conversion of shares, the convertible bonds can be converted into company shares not less than six months from the date of issuance, The term of share 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 20 the par value of the shares issued by the company shall be indicated in RMB, with a par value of one yuan per share.
Article 21 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 22 the total number of shares at the time of the establishment of the company is 65 million shares. The names of the promoters, the number of shares subscribed, the proportion of shares, the method and time of capital contribution are as follows:
Shareholder name shareholding amount shareholding proportion contribution method contribution time
(10000 shares)
Xie Xiaolin recorded 371710% and 571862% of the net assets in the capital verification report
Zhang Pingping recorded 150.90% and 2.3215% of the net assets in the capital verification report
Zhang Zhihong 150.00 2.3077% of the net assets are recorded in the capital verification report
Xie Xiaofeng 98.00 1.5077% of the net assets are recorded in the capital verification report
Shareholder name shareholding amount shareholding proportion contribution method contribution time
(10000 shares)
Wu Jie recorded 90.00% and 1.3846% of his net assets in the capital verification report
Zhu Fengming 33.00 0.5077% of the net assets are recorded in the capital verification report
He Aiguo recorded 32.80% and 0.5046% of the net assets in the capital verification report
Liu Zhao 30.00 0.4615% of the net assets are recorded in the capital verification report
Luo Qingshui 20.00 0.3077% of the net assets are recorded in the capital verification report
Chen Jiu recorded 20.00% and 0.3077% of his net assets in the capital verification report
Kong Dan 20.00 0.3077% of the net assets are recorded in the capital verification report
Zhang Dezhu 15.00 0.2308% of the net assets are recorded in the capital verification report
Zhu Wenfeng recorded 0.1846% of the net assets of 12.00 in the capital verification report
Xiong Tailin 11.00 0.1692% of the net assets are recorded in the capital verification report
Huang Guofeng recorded 0.1538% of the net assets of 10.00 in the capital verification report
Huijinyu 10.00 0.1538% of the net assets are recorded in the capital verification report
Mei Qijin 10.00 0.1538% of the net assets are recorded in the capital verification report
Dang XUEDE 10.00 0.1538% of the net assets are recorded in the capital verification report
Jian Baoliang 10.00 0.1538% of the net assets are recorded in the capital verification report
Zhao Furong 10.00 0.1538% of the net assets are recorded in the capital verification report
Shan Haitao 10.00 0.1538% of the net assets are recorded in the capital verification report
Li Yanxi recorded 0.1538% of the net assets of 10.00 in the capital verification report
Li Chenglan 10.00 0.1538% of the net assets are recorded in the capital verification report
Ma Hui 5.00 0.0769% of the net assets are recorded in the capital verification report
Zhang Zhiwei 5.00 0.0769% of the net assets are recorded in the capital verification report
Zhu Hongwen 5.00 0.0769% of the net assets are recorded in the capital verification report
Xie Zengjun 5.00 0.0769% of the net assets are recorded in the capital verification report
Zhang Qintao 5.00 0.0769% of the net assets are recorded in the capital verification report
Zhang changtao 5.00 0.0769% of the net assets are recorded in the capital verification report
Xu Jie 5.00 0.0769% of the net assets are recorded in the capital verification report
Li Jingwu 3.00 0.0462% of the net assets are recorded in the capital verification report
He Fuquan 3.00 0.0462% of the net assets are recorded in the capital verification report
Recorded in Yang Bin’s capital verification report of 62.00%
Wang Shusen 3.00 0.0462% of the net assets are recorded in the capital verification report
Chen zhekun 3.00 0.0462% of the net assets are recorded in the capital verification report
Huang Jilin 3.00 0.0462% of the net assets are recorded in the capital verification report
Shareholder name shareholding amount shareholding proportion contribution method contribution time
(10000 shares)
Tian Xingbin 2.00 0.0308% of the net assets are recorded in the capital verification report
Li Baozhu 2.00 0.0308%
