Jiuzhitang Co.Ltd(000989) articles of Association
(adopted at the 1st extraordinary general meeting of shareholders on November 8, 1999;
Amended at the 1st extraordinary general meeting of shareholders on June 5, 2000;
Amended at the 2nd extraordinary general meeting of shareholders on December 27, 2001;
Amended at the 2002 annual general meeting of shareholders on May 9, 2003;
Amended at the 1st extraordinary general meeting of shareholders in 2003 on June 25, 2003;
Amended by the 2003 general meeting of shareholders on April 22, 2004;
Amended at the 2004 general meeting of shareholders on April 4, 2005;
Amended at the 1st extraordinary general meeting of shareholders in 2005 on June 28, 2005;
Amended by the 2005 annual general meeting of shareholders on April 19, 2006;
Revised at the 3rd extraordinary general meeting of shareholders in 2006 on September 2, 2006;
Amended at the 3rd extraordinary general meeting of shareholders in 2007 on August 16, 2007;
Amended at the 5th extraordinary general meeting of shareholders in 2007 on November 7, 2007;
Amended at the 1st extraordinary general meeting of shareholders in 2008 on September 19, 2008;
Amended at the 2008 annual general meeting of shareholders on April 22, 2009;
Amended at the 1st extraordinary general meeting of shareholders in 2010 on January 15, 2010;
Amended by the 2010 annual general meeting of shareholders on May 11, 2011;
Amended at the 1st extraordinary general meeting of shareholders in 2011 on September 23, 2011;
Amended at the 2nd extraordinary general meeting of shareholders in 2012 on April 12, 2012;
Amended at the 3rd extraordinary general meeting of shareholders in 2012 on August 22, 2012;
Amended at the 1st extraordinary general meeting of shareholders in 2014 on February 28, 2014;
Amended at the 2nd extraordinary general meeting of shareholders in 2014 on April 18, 2014;
Amended at the 1st extraordinary general meeting of shareholders in 2016 on January 15, 2016;
Amended by the 2015 annual general meeting of shareholders on May 12, 2016;
Amended at the 2nd extraordinary general meeting of shareholders in 2016 on August 16, 2016;
Amended by the 2016 annual general meeting of shareholders on May 11, 2017;
Amended at the 1st extraordinary general meeting of shareholders in 2017 on November 2, 2017;
Amended at the 1st extraordinary general meeting of shareholders in 2018 on January 18, 2018;
Amended by the 2018 annual general meeting of shareholders on May 29, 2019;
Amended at the first extraordinary general meeting of shareholders in 2021 on August 12, 2021;
May 20, 2022 (amended by the 2021 annual general meeting of shareholders)
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope three
Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
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 eleven
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders sixteen
Chapter V board of Directors twenty
Section 1 Directors twenty
Section II board of Directors twenty-three
Chapter VI general manager and other senior managers twenty-six
Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-seven
Section II board of supervisors twenty-eight
Chapter VIII Financial Accounting system, profit distribution and audit twenty-nine
Section I financial accounting system twenty-nine
Section II Internal Audit thirty-two
Section III appointment of accounting firm thirty-two
Chapter IX notices and announcements thirty-three
Section I notice thirty-three
Section II announcement thirty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-four
Section 1 merger, division, capital increase and capital reduction thirty-four
Section 2 dissolution and liquidation thirty-five
Chapter XI amendment of the articles of Association thirty-six
Chapter XII Supplementary Provisions thirty-seven
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, 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.
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”).
The company is established by way of sponsorship with the approval of Hunan Provincial People’s government; Registered with Hunan market supervision and Administration Bureau and obtained a business license. The business license number is 91430 Guangdong Golden Dragon Development Inc(000712) 191079b.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as CSRC) on June 9, 2000, the company issued 40 million ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on June 28, 2000; With the approval of China Securities Regulatory Commission, on July 24, 2003, the company issued an additional 51 Shenzhen Topraysolar Co.Ltd(002218) ordinary shares in RMB to the public and was listed on Shenzhen Stock Exchange on August 8, 2003.
Article 4 company name: .
English Name: Jiuzhitang Co., Ltd
Article 5 company domicile: No. 339, tongzipo West Road, Changsha
Postal Code: 410205.
Article 6 the registered capital of the company is 869354236 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the legal representative of the company shall be the chairman or general manager, and the specific person shall be confirmed by more than two-thirds of the directors of the board of directors and registered according to law.
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 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.
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.
Article 11 the company shall establish a 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.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to focus on medicine and integrate science, industry and trade.
Article 13 after being registered according to law, the business scope of the company:
Produce and sell (limited to self-produced) tablets, granules, pills (big honey pills, small honey pills, water honey pills, water pills and concentrated pills), tea preparations (including traditional Chinese medicine extraction), decoctions, syrups, mixtures, enemas, tinctures, gels (including traditional Chinese medicine extraction), wines and traditional Chinese medicine decoction pieces; Produce and sell health products, food, dairy products, food additives, beverages, daily chemical products and cosmetics; Sales of class I medical devices and chemical reagents (excluding dangerous goods and monitored goods); Provide pharmaceutical technology consulting services and health consulting services (excluding medical treatment and diagnosis); Medical science and technology development; Investment in pharmaceutical industry (not engaged in national financial supervision and financial credit business such as deposit taking, fund-raising and collection, entrusted loan, issuance of bills and loans); To engage in the import and export business of commodities and technologies; Product packaging and printing (limited to branches operating with valid licenses); Transportation of goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The business scope approved by the company registration authority shall prevail.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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.
Article 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Changsha Jiuzhitang Co.Ltd(000989) (Group) Co., Ltd., SDIC pharmaceutical investment Co., Ltd., Hainan Xiangyuan economic and trade company, Hunan Pharmaceutical Company and Hunan Changsha friendship (Group) Co., Ltd., of which Changsha Jiuzhitang Co.Ltd(000989) (Group) Co., Ltd. subscribed 78.12 million shares and contributed in the form of monetary capital, physical assets and intangible assets; SDIC pharmaceutical investment Co., Ltd. subscribed 9 million shares and contributed in the form of monetary capital; Hainan Xiangyuan economic and Trade Company subscribed 800000 shares and contributed in the form of monetary capital; Hunan Pharmaceutical Company subscribed 500000 shares and contributed in the form of monetary capital; Hunan Changsha friendship (Group) Co., Ltd. subscribed 200000 shares and contributed in the form of monetary capital. The time of capital contribution of the sponsors is May 7, 1999.
Article 19 the total number of shares of the company is 869354236. The capital structure of the company is: 869354236 ordinary shares and 0 shares of other types.
Article 20 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 21 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 22 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 23 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;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 the company’s acquisition of shares of the company due to items (1) and (2) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases the shares of the company due to items (3), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted. After the company purchases the shares of the company in accordance with the provisions of Article 23, if it falls under the circumstances of 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 (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 cancelled within three years.
