Ji Yao Holding Group Co.Ltd(300108)
constitution
No. 6, Huancheng North Road, Meihekou City, Jilin Province
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section 3 share transfer six
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders eleven
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders fifteen
Chapter V board of Directors eighteen
Section 1 Directors eighteen
Section 2 independent directors twenty-three
Section III of the board of Directors twenty-six
Section IV Special Committee of the board of Directors thirty-one
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-six
Chapter VIII Financial Accounting system, profit distribution and audit thirty-seven
Section I financial accounting system thirty-seven
Section II Internal Audit thirty-nine
Section III appointment of accounting firm forty
Chapter IX notices and announcements forty
Section I notice forty
Section II announcement forty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-one
Section 1 merger, division, capital increase and capital reduction forty-one
Section 2 dissolution and liquidation forty-two
Chapter XI amendment of the articles of Association forty-three
Chapter XII Supplementary Provisions 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, 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 Listing Rules of Shenzhen Stock Exchange gem shares (hereinafter referred to as the “Listing Rules”) The articles of association are formulated in accordance with the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange (hereinafter referred to as the “operation guidelines”) and other relevant provisions.
Article 2 Ji Yao Holding Group Co.Ltd(300108) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was changed and established by Tonghua Shuanglong Group Chemical Co., Ltd., and the original rights and obligations of Tonghua Shuanglong Group Chemical Co., Ltd. were inherited by the joint stock company; The company was registered with Tonghua Administration for Industry and Commerce and obtained the unified social credit Code: 91220501244584110p.
Article 3 the company issued 13 million RMB common shares to the public for the first time on July 30, 2010 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2010] No. 1032; Approved by SZS [2010] No. 266 document of Shenzhen Stock Exchange on August 23, 2010, it was listed on the gem of Shenzhen Stock Exchange on August 25, 2010.
Article 4 registered name of the company:
Full Chinese Name: Ji Yao Holding Group Co.Ltd(300108)
Full English Name: Ji Yao Holding Group Co., Ltd
Article 5 company domicile: company domicile: No. 6, Huancheng North Road, Meihekou City, Jilin Province.
Postal Code: 135000.
Article 6 the registered capital of the company is RMB 656564674.
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 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose: first-class quality, first-class service, integrity and compliance, innovation and development; Serve the society and enhance the overall strength of the enterprise; Adopt scientific and effective management and pursue the maximum economic benefits, so as to create wealth for the country, increase benefits for shareholders, seek benefits for employees, and promote the material civilization and cultural construction of the enterprise.
Article 13 after being registered according to law, the business scope of the company: holding company services; Industrial investment holding and investment information consulting (not engaged in fund-raising, loan, financial management, deposit absorption and other businesses); Entrusted management and asset reorganization of pharmaceutical enterprises; Medical technology information consultation and transfer of medical scientific and technological achievements; Logistics services; Socio economic information consultation (excluding financial, securities and futures investment management consultation and intermediary); Enterprise management information consultation; Conference services. (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 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 China Securities Depository and Clearing Co., Ltd. On December 25, 2007, the promoters of Tonghua group fully subscribed 39000000 shares of the company, and each of them owned 39000000 shares of the company. The promoters of the same shares have the same right to subscribe for the same shares. The number of shares converted and shareholding ratio of all promoters (shareholders) in the company are as follows:
Name number of shares (shares) shareholding ratio
Lu Zhongkui 1912857200 49.05%
Zhang Benhua 301158300 7.72%
Li Xiucheng 240926600 6.18%
Zhang Qingjie 160617800 4.12%
Li Guangxue 151580000 3.89%
Li Fucai 150577100 3.86%
Lin Hongmei 150577100 3.86%
Huang Kefeng 130000000 3.33%
Tan Fengyun 121475700 3.12%
Liu Xiaoguang 111436100 2.86%
Xu Shuzhen 106414300 2.73%
Tonghua Golden-Horse Pharmaceutical Industey Co.Ltd(000766) 1,00386100 2.57%
Li Guojun 100386100 2.57%
Zhang aiqiang 100386100 2.57%
Jia Yuanlong 26092900 0.67%
Bai Yingjie 25090000 0.64%
Wen Shujing 10038600 0.26%
Total 390 Ping An Bank Co.Ltd(000001) 00.00%
Article 19 the total number of shares of the company is 656564674 shares, all of which are ordinary shares.
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.
The implementation procedures of reducing the registered capital of the company are as follows:
（1） The board of directors of the company shall formulate a capital reduction plan;
（2） The general meeting of shareholders of the company deliberates and approves the capital reduction plan;
（3） The company repurchases shares and cancels them in an approved manner;
（4） The company shall register the change of registered capital with the administrative department for Industry and commerce.
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;
（5） Converting shares into convertible corporate bonds issued by listed companies;
（6） Necessary for the listed company to safeguard the company’s value and shareholders’ rights and interests;
Except for the above circumstances, the company shall not acquire the shares of the company.
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 purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) to (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares due to the circumstances specified in items (3), (5) and (6) of paragraph 1 of Article 23 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders. After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 of the articles of association, if it belongs to the situation in 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; Belong to section（
