constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section 3 share transfer
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders
Chapter V board of directors
Section 1 directors
Section II board of directors
Chapter VI general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors
Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Sirio Pharma Co.Ltd(300791) is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
Article 3 the company is changed from Guangdong xianle Pharmaceutical Co., Ltd. to a joint stock limited company by way of initiation and establishment, registered with Shantou market supervision and Administration Bureau and obtained a business license (Unified Social Credit Code: 914405006175366k).
Article 4 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 6, 2019, the company issued 20 million RMB common shares to the public for the first time and was listed on Shenzhen Stock Exchange on September 25, 2019.
Article 5 registered name of the company:
Full Chinese Name: Sirio Pharma Co.Ltd(300791)
Full English Name: Sirio Pharma Co., Ltd
Article 6 company domicile: No. 83, Taishan Road, Shantou City, Guangdong Province, postal code: 515041.
Article 7 the registered capital of the company is 180.1696 million yuan. If the company changes the amount of registered capital due to the increase or decrease of registered capital, it may, after the general meeting of shareholders has passed a resolution approving the increase or decrease of registered capital and authorizing the board of directors to amend the articles of Association for the matters involved, Authorize the board of directors to handle the registration procedures for the change of registered capital according to law (including but not limited to authorizing the board of directors to amend the articles of Association for the change of the amount of registered capital).
Article 8 the business term of the company is a joint stock limited company with permanent existence.
Article 9 the chairman is the legal representative of the company.
Article 10 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.
A legally binding document on the rights and obligations of shareholders and between shareholders, and a legally binding document on 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 12 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.
Article 13 the company shall establish a Communist Party organization 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 14 the business purpose of the company is to realize the steady and sustainable development of the enterprise, enable all shareholders to obtain good economic benefits and prosper the social economy under the guidance of market demand, for the purpose of improving economic benefits, labor productivity and maintaining and increasing the value of assets.
Article 15 after being registered according to law, the business scope of the company is: investment in health science and technology industry, drug research and development, enterprise management services; Research, transfer and technical advisory services on nutrition, health and Biotechnology; Sales of health food; Food sales; Cosmetics production and sales; Health food production, food production; Import and export of goods and Technology (another production address: No. 11, Zhuye South Street, Huangshan Road, Shantou). (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 16 the shares of the company shall be in the form of shares. The company may issue preferred shares in accordance with laws, regulations and normative documents.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited.
Article 20 the promoters of the company and the number of shares subscribed, shareholding ratio, mode and time of capital contribution are as follows:
Sequence name of initiator number of shares subscribed proportion of shares contribution method contribution time
No. (share) (%)
1 Guangdong Guanghui Investment Co., Ltd. 345600000 57.600 net assets converted into shares on April 8, 2015
2 Chen Qiong 5990400 9.984 net assets converted into shares April 8, 2015
3 Lin Peiqing 5760000 9.600 net assets converted into shares April 8, 2015
4 Shantou zhengnuo Investment Co., Ltd. (limited partnership) with 2400000 4.000 net assets converted into shares on April 8, 2015
5 Gaofeng 2304000 3.840 net assets converted into shares April 8, 2015
6 Lin peichun 2073600 3.456 net assets converted into shares April 8, 2015
7 Yao Zhuangmin 2073600 3.456 net assets converted into shares April 8, 2015
8 Yang Rui 1843200 3.072 net assets converted into shares April 8, 2015
9 Lin Qixiong 1612800 2.688 net assets converted into shares April 8, 2015
10 Lin Peina 1382400 2.304 net assets converted into shares April 8, 2015
Total 60000000 100.000 net assets converted into shares April 8, 2015
Article 21 the total number of shares of the company is 180.1696 million, all of which are RMB ordinary shares (A shares).
Article 22 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 23 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:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 24 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 25 the company shall not purchase its own shares. However, except for one 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) 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Article 26 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, it shall be conducted through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 25 of the articles of association, more than two-thirds of the directors shall attend the meeting of the board of directors for resolution.
After the company purchases its shares in accordance with Article 25 of the articles of association, if it falls under item (I) of paragraph 1, it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV) of paragraph 1, it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI) of paragraph 1, 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.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 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. During their term of office, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company’s shares. If the above-mentioned personnel leave the company after the expiration of their term of office, they shall not transfer their shares of the company within six months after leaving the company; Those who leave before the expiration of their term of office shall continue to abide by the following restrictive provisions during the term of office determined at the time of taking office and within six months after the expiration of their term of office:
(I) the number of shares transferred each year shall not exceed 25% of the total number of shares of the company it holds; (II) within six months from the date of his actual departure from office, he shall not transfer the shares of the company he holds or newly added; (III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
Article 31 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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.
