Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
constitution
(to be submitted to the general meeting of shareholders for deliberation)
May 2022
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V board of directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Chapter IX notice Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation 49 Chapter XI amendment of the articles of Association 53 Chapter XII Supplementary Provisions fifty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as “the company” or “the company”), the shareholders and creditors of the company 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 by the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. in accordance with the company law and other relevant laws and regulations. After the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. was changed into the company as a whole, all rights and obligations of the original Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. were transferred to the company, and the obligations promised in the original enterprise contract and articles of association were also applicable to the company. The company is registered with Hunan market supervision and Administration Bureau, and the business license registration number is 430000 Ping An Bank Co.Ltd(000001) 7049.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) [2014] No. 1188 on November 6, 2014, the company issued 27.26 million RMB ordinary shares to the public for the first time (hereinafter referred to as “initial public offering”), and was listed on Shanghai Stock Exchange on December 5, 2014. After issuing RMB ordinary shares to the public, the company increased its registered capital by 27.26 million yuan.
Article 4 registered name of the company: Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
English name of the company: Hunan Fangsheng Pharmaceutical Co., Ltd
Company domicile: No. 789, lushong Road, high tech Zone, Changsha
Postal Code: 410205
Article 5 the company shall establish the organization of the Communist Party of China in accordance with the articles of association of the Communist Party of China. The company shall establish the working organization of the party, allocate a sufficient number of party affairs staff and ensure the working funds of the party organization.
Article 6 the registered capital of the company is 429429720 yuan. If the company changes its total registered capital due to the increase or decrease of its registered capital, the general meeting of shareholders may authorize the board of directors to go through the registration procedures for the change of registered capital.
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 their subscribed shares, 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.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the chief financial officer of the company.
Chapter II business purpose and business scope
Article 12 the company’s business purpose is: your health, Fangsheng’s pursuit.
Article 13 the business scope of the company is: the business scope of the company is: drug production; Wholesale of drugs; Disinfectant production (excluding hazardous chemicals); Drug Internet information service; General items: marketing planning; Purchase and sale of Chinese herbal medicine (excluding Chinese herbal pieces) in the real estate; Manufacturing of teaching models and teaching aids; Sales of teaching models and teaching aids; Import and export of goods; Technology import and export; Import and export agency; Sales of disinfectants (excluding hazardous chemicals); Food production; Food sales. (the business scope shall be subject to the final approval of the Administration for Industry and Commerce)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 all shares issued by the company are ordinary shares.
Article 16 the issuance of shares of the company shall follow the principle of fairness and impartiality, and each share of the same type 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 17 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1.
Article 18 after the company’s initial public offering, the company’s shares shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are Zhang Qinghua, Fang Jincheng, Li Feifei, Huang Haijun, Tan Yuanming, he ye, Liang zhuosen, Li Keli and Qiu Minzhi. The promoters use the net assets corresponding to their interests in Hunan Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Co., Ltd. as capital contribution to establish the company in the form of promoters. The number of shares and shareholding ratio subscribed by each promoter at the time of the establishment of the company are as follows:
Zhang Qinghua subscribed 40.05 million shares with net assets, accounting for 63.50% of the total share capital;
Fang Jincheng subscribed 12.285 million shares with net assets, accounting for 19.50% of the total share capital;
Li Feifei subscribed 2.835 million shares with net assets, accounting for 4.50% of the total share capital;
Huang Haijun subscribed 2.52 million shares with net assets, accounting for 4.00% of the total share capital;
Tan Yuanming subscribed 1.26 million shares with net assets, accounting for 2.00% of the total share capital;
He Ye subscribed 1.26 million shares with net assets, accounting for 2.00% of the total share capital;
Liang zhuosen subscribed 1102500 shares with net assets, accounting for 1.75% of the total share capital;
Li Keli subscribed 1102500 shares with net assets, accounting for 1.75% of the total share capital;
Qiu Minzhi subscribed 630000 shares with net assets, accounting for 1.00% of the total share capital;
Article 20 the total number of shares of the company is 429429720, and the capital structure of the company is: 429429720 ordinary shares, without other types of shares.
Article 21 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 22 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） Issue shares to the public with the approval of relevant regulatory authorities;
（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 relevant regulatory authorities.
Article 23 according to the provisions of the articles of association, the company may reduce its registered capital, and the reduction of its registered capital shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 24 the company shall not purchase its own shares. However, except under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(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; (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.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, a 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 Article 24 of the articles of association, if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six 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. The specific implementation rules shall be implemented in accordance with relevant laws, administrative regulations or rules.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law of the people’s Republic of China.
Section 3 share transfer
Article 27 the shares of the company can be transferred according to law, unless otherwise stipulated in the company law, other normative documents and the articles of association. If the listing of the company’s shares is terminated, the company’s shares will enter the agency share transfer system to continue trading. The company shall not amend this provision of the articles of association.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares held by the promoters that have been 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.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. Their shares of the company shall not be transferred within one year from the date of listing and trading of the company’s shares, and the shares transferred each year during their term of office shall not exceed 25% of the total shares of the company they hold. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
The shares held by the controlling shareholders and actual controllers of the company shall not be transferred within 36 months from the date when the company’s shares are listed on the stock exchange.
Article 30 if the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them within six months after buying, or buy them again within six months after selling, the proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
If 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. 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 implement the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liabilities according to law. Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the shareholders of the company are those who hold the shares of the company according to law.
Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
Article 33 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 34 shareholders of the company enjoy the following rights:
（1） The distribution of dividends and other forms of benefits obtained in accordance with the shares held by them;
（2） Request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association; （5） Consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of shareholders’ meeting, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
（6） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（7） Shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares; （8） To the law
