Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III Party committee Chapter IV shares seven
Section 1 issuance of shares seven
Section II increase, decrease and repurchase of shares eight
Section III share transfer Chapter V shareholders and general meeting of shareholders ten
Section 1 shareholders ten
Section II general provisions of the general meeting of shareholders fourteen
Section III convening of the general meeting of shareholders sixteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter VI board of directors twenty-seven
Section 1 Directors twenty-seven
Section II board of Directors Chapter VII general manager and other senior managers Chapter VIII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-two
Section III appointment of accounting firm 42 Chapter X notices and announcements forty-three
Section I notice forty-three
Section 2 Announcement forty-four
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 48 Chapter XIII Supplementary Provisions 48 Annex I: rules of procedure of the general meeting of shareholders Annex II: rules of procedure of the board of Directors 60 Annex III: rules of procedure of the board of supervisors seventy
Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) (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, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) The articles of association are formulated in accordance with the party constitution of the Communist Party of China (hereinafter referred to as the party constitution) 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.
The company was established in the form of initiation with the approval of Su Zheng Fu [1999] No. 166 document of Jiangsu Provincial People’s government, registered with Jiangsu Provincial Administration for Industry and Commerce and obtained a business license.
Article 3 on February 20, 2003, the company was approved by the Securities Regulatory Commission of the people’s Republic of China in the document of Zheng Jian FA FA Zi [2003] No. 15. On March 4, 2003, the company issued 20 million RMB ordinary shares to the public for the first time, which were fully subscribed by domestic investors in RMB, and was listed on Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) on March 19, 2003.
Article 4 registered name of the company:
Chinese Name: Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513)
English Name: Jiangsu Lianhuan Pharmaceutical Co., Ltd
Article 5 company domicile: No. 9, Jiankang 1st Road, Yangzhou biological health industrial park, postal code: 225127. Article 6 the registered capital of the company is RMB two hundred and eighty-seven million one hundred and forty-five thousand six hundred and seventy-four (RMB 287145674).
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, 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 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 12 according to the provisions of the party constitution, the organization of the Communist Party of China shall be established, the party organization shall play the role of leadership core and political core, and other corporate governance subjects of the company shall consciously maintain this core. Establish the party’s work organization, allocate full-time party affairs staff, and ensure the work funds of the party organization.
Chapter II business purpose and scope
Article 13 business purpose of the company: make full use of the excellent mechanism of joint-stock economic organization form, give full play to the advantages of each sponsor, make contributions to China Meheco Group Co.Ltd(600056) industrial development and create rich investment returns for all shareholders.
Article 14 after registration according to law, the business scope of the company is: drug production (production within the scope listed in the license). Self support and agency of import and export business of various commodities and technologies. Authorized use, achievement transfer and service consultation of drug related technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Chapter III Party committee
Article 15 according to the provisions of the party constitution, the company establishes the Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Committee of the Communist Party of China (hereinafter referred to as the “Party committee of the company”) and the Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Discipline Inspection Committee of the Communist Party of China (hereinafter referred to as the “Discipline Inspection Committee of the company”). The Party committee of the company has one party secretary, two deputy party secretaries and several other party members. The Discipline Inspection Commission of the company is responsible for organizing and coordinating the construction of Party style, clean government and anti-corruption of the company. There shall be one secretary of the Commission for Discipline Inspection and several other members of the Commission for Discipline Inspection. The appointment and removal of party secretary, deputy party secretary and other party members shall be carried out in accordance with relevant regulations. The appointment and removal of the Secretary of the Commission for Discipline Inspection and other members of the Commission for Discipline Inspection shall be carried out in accordance with relevant provisions.
Article 16 the Party committee of the company shall set up a party committee office with one director and several party masses officers.
Article 17 the organizational structure and staffing of the party organization shall be incorporated into the management organization and staffing of the company, and the work funds of the party organization shall be incorporated into the company’s budget and disbursed from the company’s management fees.
Article 18 adhere to and improve the leadership system of two-way entry and cross appointment. Qualified members of the leading group of the Party committee can enter the board of directors, the board of supervisors and the management team through legal procedures. Qualified party members of the board of directors, the board of supervisors and the management team can enter the leading group of the Party committee in accordance with relevant regulations and procedures. Article 19 the Party committee of the company shall exercise the following functions and powers
(I) ensure and supervise the implementation of the party’s and state’s principles and policies in the company, implement the major strategic decisions of the Party Central Committee and the State Council, and the relevant important work arrangements of the superior party organizations.
(II) ensure and supervise the implementation of national principles and policies and major decisions deployed in the enterprise, and implement the relevant work requirements and arrangements of the superior party committee.
(III) study and deploy the party building work of the company and strengthen the self-construction of Party organizations.
(IV) assume the main responsibility of comprehensively and strictly administering the party. Lead the company’s ideological and political work, spiritual civilization construction, enterprise culture construction, trade union, Communist Youth League and other work.
(V) lead and support the Commission for Discipline Inspection to do a good job in the construction of Party style, clean government and anti-corruption, and earnestly fulfill its responsibility of supervision. (VI) seriously study and put forward opinions and suggestions on major issues related to the reform, development and stability of the company, major operation and management matters and the vital interests of employees.
(VII) support the general meeting of shareholders, the board of directors, the board of supervisors and the management team to exercise their functions and powers according to law.
(VIII) study other matters to be decided by the Party committee of the company.
Article 20 the scope of the company’s Party committee’s participation in decision-making on major issues:
(I) formulation and adjustment of the company’s development strategy, medium and long-term development plan and production and operation policies.
(II) the company purchases or sells major assets within one year or the guarantee amount exceeds 30% of the company’s latest audited total assets;
(III) company restructuring, merger, division, dissolution or change of company form.
(IV) selection, assessment, salary, management and supervision of middle-level and above management personnel of the company. (V) important matters involving the vital interests of employees of the company.
(VI) important measures taken by the company in major safety production, stability maintenance, environmental protection and other aspects related to corporate social responsibility.
Article 21 the operation mechanism of the company’s Party committee participating in the decision-making of major issues
The research and discussion of the company’s Party committee is the pre procedure for the company’s management and the board of directors to make decisions on major issues. If the matters discussed by the company’s management and the board of directors involve major issues specified in Article 20, they shall be submitted to the company’s Party Committee for discussion, modified according to the opinions and suggestions (if any) of the Party committee, and then decided by the board of directors or the management. If the Party committee fails to pass the discussion, It cannot enter the procedures discussed by the board of directors or the management. The Party committee of the company may take one or more of the following measures to participate in the decision-making on the above major issues of the company:
(I) first discussion by the Party committee. When the Party Committee deems it necessary, it can hold a meeting to discuss and study the major issues to be decided by the board of directors and the management of the company, and put forward opinions and suggestions to the board of directors and the management of the company within 5 days after receiving the major issues.
(II) pre meeting communication. Party committee members who enter the board of directors and management level shall communicate with other members of the board of directors and management level on relevant opinions and suggestions studied and discussed by the Party committee before the meeting.
(III) expressed at the meeting. Party committee members who enter the board of directors and management level shall fully express the opinions and suggestions of the Party committee when the board of directors and management level make decisions.
(IV) post meeting report. Party committee members who enter the board of directors and management level shall report the decision-making of the board of directors and management level to the Party committee in time.
Chapter IV shares
Section 1 share issuance
Article 22 the shares of the company shall be in the form of shares.
Article 23 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 24 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
Article 25 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation (hereinafter referred to as “Securities Depository and clearing institution”).
Article 26 when the company is registered and established, the promoters are Yangzhou Pharmaceutical Factory (renamed “Jiangsu Jiangsu Lianhuan Pharmaceutical Co.Ltd(600513) Group Co., Ltd”), Shanghai Lianchuang Investment Co., Ltd. (renamed “Shanghai Lianchuang Venture Capital Co., Ltd”), China National Medicines Corporation Ltd(600511) , Jiangsu Property Management Co., Ltd. (renamed “Jiangsu high tech Industry Investment Co., Ltd”) Suzhou Industrial Park Pharmaceutical University New Drug Development Center Co., Ltd. has a total share capital of 40 million shares, of which Yangzhou Pharmaceutical Factory subscribed 28.8 million shares with net assets, accounting for 72% of the total share capital; Shanghai Lianchuang Investment Co., Ltd. subscribed 2.8 million shares in cash, accounting for 7% of the total share capital; China National Medicines Corporation Ltd(600511) subscribed 2.8 million shares in cash, accounting for 7% of the total share capital; Jiangsu Property Rights Management Co., Ltd. subscribed 2.8 million shares in cash, accounting for 7% of the total share capital; Suzhou Industrial Park Pharmaceutical University New Drug Development Center Co., Ltd. subscribed 2.8 million shares in cash, accounting for 7% of the total share capital. The above contribution date is January 20, 2000.
Article 27 the total number of shares of the company is 287145674, and the capital structure of the company is 287145674 ordinary shares.
Article 28 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 29 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） Distribution of 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 30 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 specified in the articles of association.
Article 31 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） Award shares to employees of the company;
（4） A shareholder requests the company to purchase its shares because he disagrees with the resolution on merger or division of the company made by the general meeting of shareholders;
（5） When the share price of the company is lower than the net assets per share.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 32 the company may choose one of the following ways to acquire its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Article 33 the company’s acquisition of the company’s shares due to items (1) to (3) and (5) of Article 31 of the articles of association shall be subject to the resolution of the general meeting of shareholders. The company acquires the company in accordance with Article 31
