Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022066
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and completeness of its contents.
According to the actual situation of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as "the company") and the provisions of relevant laws and regulations, the relevant provisions in the articles of association are hereby revised as follows:
Amended articles of Association
Article 2 the company is in accordance with the company law and other provisions. Article 2 the company is in accordance with the company law and other provisions
The provisions of relevant laws and regulations are the provisions of the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) relevant laws and regulations, and the joint stock limited company established by the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. as a whole. A joint stock limited company established by the overall change of the original lake company. After the original Hunan Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. was established as the company's Pharmaceutical Co., Ltd. after the overall change, all rights and obligations of the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. were transferred to the company, and all rights and obligations of the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. were transferred to the company. The original enterprise contract and obligations were assumed by the company. The commitments in the original enterprise contract and articles of association were the obligations in the articles of association, The same applies to the company. Obligations also apply to the company. The company is registered in Hunan provincial market, the company is registered in Hunan Provincial Administration for Industry and commerce, and the business license registration number is
The registration number of the business license is 430000 Ping An Bank Co.Ltd(000001) 7049; 43000 Ping An Bank Co.Ltd(000001) 7049;
Article 13 the business scope of the company is: Traditional Chinese medicine Article 13 the business scope of the company is: licensed items
Business, marketing planning services, tinctures (for external use) (including items: drug production; drug wholesale; disinfectant production (excluding traditional Chinese medicine extraction), tablets (including cephalosporins), hard capsules and dangerous chemicals); Drug Internet information service; General preparations (including cephalosporins), granules (including cephalosporins): marketing planning; purchase and sale of local Chinese herbal medicine (excluding traditional Chinese medicine drinks), oral suspension (cephalosporins) and powder (buccal tablets); Manufacturing of teaching models and teaching aids; Sales of teaching models (traditional Chinese medicine extraction), suppositories, powder injections (cephalosporins), types and teaching aids; Import and export of goods; Technology import and export; Production, operation and export agency of imported pills, small volume injections and APIs; Sales of disinfectants (excluding hazardous chemicals); (in the production address and food production and food sales approved by the enterprise license. (the business scope shall be within the scope of industry and commerce administration, and the validity period shall be subject to the corresponding license as finally approved by the Administration); Production and sales of teaching aids and teaching models; Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies limited or prohibited by the state); Manufacture of biological drugs, production and sales of disinfectants; Internet drug information service. (the business scope shall be subject to the final approval of the Administration for Industry and Commerce)
Article 24 the company may not purchase its own shares under the following circumstances.
In accordance with laws, administrative regulations, departmental rules and the articles of association, except under 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) cooperation with other companies holding shares of the company
(II) merger with other companies holding shares of the company;
And; (III) use shares for employee stock ownership plan or equity
(III) use shares for employee stock ownership plan or share incentive;
Right incentive; (IV) the company's contractual obligations made by the shareholders to the general meeting of shareholders
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders; And dissent from the resolution of division and require the company to purchase its shares; (V) converting shares into convertible bonds issued by the company
(V) converting shares into corporate bonds issued by the company that can be converted into shares;
Corporate bonds converted into shares; (VI) the company's efforts to safeguard the company's value and shareholders' rights and interests
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests. Required.
Except for the above circumstances, the company will not buy or sell its shares.
Article 30 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company
Personnel and shareholders holding more than 5% of the company's shares sell their members and shareholders holding more than 5% of the company's shares within six months after buying. Some of the company's shares or other equity certificates or buy them within six months after selling, the resulting bonds are sold within six months after buying, or the proceeds belong to the company within six months after selling, The board of directors of the company will take back the money it bought again within the month, and the income from this will belong to the company. However, the board of directors of the securities company will recover its income from the purchase of after-sales products due to underwriting. If more than 5% of the shares of the company are purchased after sale, but the remaining shares are not purchased due to the sale of more than 5% of the shares of the company
Limited by six months. Unless otherwise specified by the CSRC
If the board of directors of the company fails to implement the provisions of the preceding paragraph, it shall be held outside the shares.
The company has the right to require the board of directors to implement it within 30 days. The directors, supervisors, senior managers and self
If the board of directors fails to execute within the above-mentioned time limit, the shareholders have the right to directly submit the securities held by their spouses, parents and children to the people's court in their own name for the interests of the stocks held by the shareholders or other companies with equity nature, including those held by their spouses, parents and children
Bring a lawsuit. Shares held in other people's accounts or other shares with equity nature
The board of directors of the company does not execute the pledged securities in accordance with the provisions of paragraph 1.
The responsible directors shall be jointly and severally liable according to law. The board of directors of the company fails to implement the provisions of paragraph 1 of this article
The shareholders have the right to require the board of directors to implement it within 30 days.
common
If the board of directors of the company fails to implement within the above period, the shareholders have the right to
The interests of the company are directly reported to the people's court in their own name
Bring a lawsuit.
The board of directors of the company fails to act in accordance with the provisions of paragraph 1 of this article
If yes, the responsible directors shall bear joint and several liability according to law.
Article 41 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power of the company
Institutions shall exercise the following functions and powers according to law: institutions shall exercise the following functions and powers according to law:
(I) determine the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
...... ......
（17） Review the equity incentive plan; （17） Review equity incentive plan and employee stock ownership plan
...... Draw;
......
Article 42 the following transactions of the company (refer to Article 42 the following transactions of the company (and date)
The purchase or sale of assets related to the normal operation of the company for guarantee, donated cash assets, simple reduction of the company's obligations, and the provision of debts) must be deliberated and approved by the general meeting of shareholders (if the data involved in the calculation of the debt indicators of guaranteed, donated cash assets and simple reduction of the company's obligations under this article is negative, it shall be taken as absolute exception) must be deliberated and approved by the general meeting of shareholders (the following indicators of this article)
Value calculation) if the data involved in the calculation is negative, take its absolute value
（1） Total amount of assets involved in the transaction (including the amount assumed)
Liabilities and expenses) account for the total assets of the company in the latest audited total assets (I) total assets involved in the transaction (including commitments)
More than 50% of the total assets involved in the transaction (including debts and expenses) account for the book value and assessed value of the company's total assets audited in the latest period, whichever is higher; More than 50% of the total assets involved in the transaction exist in the account at the same time
（2） The transaction amount of the transaction (including the face value and evaluation value of the assumed debt and fees), whichever is higher;
Accounting for 50% of the latest audited net assets of the company, and (II) the net assets involved in the transaction object (such as equity)
More than RMB 50 million in absolute amount; Amount (if there are both book value and assessed value, the higher one shall prevail)
(III) the profit generated from the transaction accounts for 50% of the latest audited net assets of the listed company
More than 50% of the audited net profit in the fiscal year, and the absolute amount exceeds 50 million yuan;
The amount exceeds 5 million yuan; (III) transaction amount of the transaction (including debts and fees)
(IV) the subject matter of the transaction (such as equity) will be used in the latest period) accounts for more than 50% of the company's latest audited net assets,
The relevant operating revenue of the current year accounts for the most recent meeting of the company and the absolute amount exceeds 50 million yuan;
Accounting for more than 50% of the annual audited operating income, and the profit generated by absolute (IV) transaction accounts for the most recent meeting of the company
The amount exceeds 50 million yuan; More than 50% of the audited net profit of the current year, and the absolute amount
（5） The subject matter of the transaction (such as equity) will exceed 5 million yuan in the latest month;
The relevant net profit of the accounting year accounts for the proportion of the subject matter of the company's latest accounting (V) transaction (such as equity) in the latest accounting
The annual audited net profit is more than 50%, and the absolute amount of the annual relevant operating revenue accounts for the most recent accounting year of the company
More than 5 million yuan; More than 50% of the audited operating income, and the absolute amount exceeds
The transaction reaches item (III) or (V) above and exceeds 50 million yuan;
Standard, and the (VI) trading object of the company's earnings per share in the latest accounting year (such as equity) is in the latest accounting year
If the absolute value is less than 0.05 yuan, the relevant net profit of the securities exchange year shall account for more than 50% of the audited net profit of the company in the latest fiscal year after applying for exemption from the exchange, and the absolute amount shall exceed
It is not necessary to submit it to the general meeting of shareholders for deliberation. 5 million yuan;
...... The transaction meets the target of item (IV) or (VI) above
Quasi, and the absolute value of the company's earnings per share in the latest fiscal year
If the value is less than 0.05 yuan, it shall be reported to Shanghai Securities Exchange
After the application for exemption, the foreign investment can be decided by the board of directors,
It is not necessary to submit it to the general meeting of shareholders for deliberation.
......
Article 43 without the approval of the board of directors or the general meeting of shareholders Article 43 without the approval of the board of directors or the general meeting of shareholders
Upon approval, the company shall not provide external guarantee. The company shall not provide guarantee to any other party.
The following external guarantees of the company shall be approved by the general meeting of shareholders. The following external guarantees of the company shall be approved by the general meeting of shareholders
Considered and adopted. It was passed.
（1） The amount of a single guarantee exceeds the latest audited amount (I) the amount of a single guarantee exceeds the latest audited net amount
Guarantee of 10% of net assets; Guarantee for 10% of assets;
（2） External of the company and its holding subsidiaries (II) external of the company and its holding subsidiaries
The total amount of external guarantees reaches or exceeds the total amount of net guarantees audited in the latest period, and reaches or exceeds the net assets audited in the latest period
Any guarantee provided after 50% of the assets; Any guarantee provided after 50% of;
