Securities code: 300791 securities abbreviation: Sirio Pharma Co.Ltd(300791) announcement Code: 2022-005
Securities code: 123113 securities abbreviation: xianle convertible bonds
The company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete
There are false records, misleading statements or major omissions.
Announcement on Amending the articles of Association
Sirio Pharma Co.Ltd(300791) (hereinafter referred to as "the company") held the sixth meeting of the third board of directors on January 24, 2022, deliberated and adopted the proposal on Amending the articles of association, which needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The details are hereby announced as follows:
1、 Modification content
In accordance with the company law, the securities law, the guidelines for the articles of association of listed companies and the Listing Rules of Shenzhen Stock Exchange gem According to the latest provisions of relevant laws, regulations and normative documents such as self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on GEM and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 5 - management of information disclosure affairs, and in combination with the actual situation of the company, the articles of association are amended as follows:
Before and after Clause amendment
Article 3 Guangdong xianle Pharmaceutical Co., Ltd. is changed into a joint stock limited company by Guangdong xianle Pharmaceutical Co., Ltd. and Youle Pharmaceutical Co., Ltd. by Guangdong xianle Pharmaceutical Co., Ltd, Registered with Shantou market supervision and Administration Bureau, obtained the business license (unified social register registration, obtained the business license (Unified Social Credit Code: 914405006175366k). Code: 914405006175366k).
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.
Article 25 under the following circumstances, the company may not purchase its own shares in accordance with this law. However, the laws, administrative regulations, departmental rules and the articles of association are, except for one 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) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
Merger of the company; (III) use shares for employee stock ownership plan (III) use shares for employee stock ownership plan or equity incentive;
Or equity incentive; (IV) the shareholders request the company to purchase its shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders (IV) the shareholders request the company to purchase its shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
The company acquires its shares; (V) converting shares into listed companies; (V) converting shares into convertible corporate bonds issued by listed companies; Issued corporate bonds convertible into shares; (VI) the listed company is necessary to maintain the company's value (VI) the listed company is necessary to maintain the company's value and shareholders' rights and interests.
And shareholders' equity.
Except for the above circumstances, the company shall not acquire the company
Company shares.
Article 30 the shares of the company held by the promoters and 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 company shall not be transferred within one year from the date of its establishment. The shares issued before the company's public offering of shares and the shares issued before the public offering of shares shall not be transferred within 1 year from the date when the company's shares are listed and traded on the stock exchange. It shall not be transferred within one year from.
The directors, supervisors and senior managers of the company shall report to the company the shares held by the company and their changes, and the shares and their changes every year during their term of office, During his term of office, the number of shares transferred each year shall not exceed 25% of the total number of shares of the company held by him; 25% of the total number of shares held by the company and the company; The company's shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares, and the company's shares may be transferred from the date of listing and trading of the company's shares. The above-mentioned personnel shall not be transferred within one year after the expiration of their term of office. The above-mentioned personnel shall not transfer the shares held by them within six months after their resignation, and shall not transfer the shares of the company within six months after their resignation; If he leaves the company before the expiration of his term of office, let him hold the shares of the company; If he / she should leave his / her post within the term of office determined at the time of taking office and before the expiration of his / her term of office, he / she shall continue to comply with the following provisions within the following time limit and within six months after the expiration of his / her term of office: abide by the following restrictive provisions:
(I) the number of shares transferred each year shall not exceed (I) the number of shares transferred each year shall not exceed 25% of the total number of shares of the company held by them; (II) 25% of the total shares of the company held by him shall not be transferred within six months after his resignation;
Let it hold the shares of the company; (II) six months from the actual date of leaving office (III) other provisions of the company law on the transfer of directors, supervisors and senior executives' shares and the transfer of new company shares.
Copies;
(III) other provisions of the company law on the transfer of shares of directors, supervisors and senior managers.
Article 31 the directors, supervisors and senior managers of the company and the shareholders holding more than 5% of the shares of the company who hold more than 5% of the shares of the company will be the shareholders, directors, supervisors and senior managers, The shares of the company or other securities with equity nature held by them shall be sold within 6 months after the purchase, and the securities with equity nature shall be sold within 6 months after the purchase, or they shall be purchased and sold within 6 months after the sale, Or buy again within six months after the sale, and the income derived therefrom shall be owned by the company, and the company shall enter, and the income derived therefrom shall be owned by the company
The board of directors will recover its income. However, the board of directors of the securities company will recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, or if a securities company holds more than 5% of the shares without selling the shares, and is subject to the time limit of 6 months. Except for other circumstances stipulated by the CSRC.
Article 41 the controlling shareholders and actual controllers of the company Article 41 the controlling shareholders of the company shall not use their affiliated relationship to damage the interests of the company. The actual controller shall not take advantage of its affiliated relationship to violate the provisions, which shall harm the interests of the company if it causes losses to the company. If the company violates the regulations and causes damage to the company, it shall be liable for compensation. Those who suffer losses shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the controlling shareholders and actual controllers of the company and other shareholders of the company. The company and other shareholders of the company's social public shares who are negative controlling shareholders shall strictly exercise the fiduciary obligations of investors in accordance with the law. The controlling shareholders shall exercise their rights in strict accordance with the law. The controlling shareholders shall not use profit distribution to exercise the rights of investors. The controlling shareholders shall not use asset restructuring, foreign investment, capital occupation, profit distribution, asset restructuring, foreign investment, capital guarantee and other means to damage the company and other shareholders The legitimate rights and interests of the company and other shareholders shall be damaged by means of loan guarantee, and their control position shall not be used to damage the legitimate rights and interests of other shareholders of social public shares, and shall not harm the interests of the company and other shareholders. Usufructuary uses its controlling position to damage the interests of the company and other shareholders of public shares.
Article 42 the general meeting of shareholders is the authority of the company. According to the fact that the general meeting of shareholders is the authority of the company, it shall exercise the following functions and powers according to law:
(I) decide on the company's business policy and investment plan (I) decide on the company's business policy and investment plan; Funding plan;
(II) elect and replace directors and supervisors who are not staff representatives; (II) elect and replace directors and supervisors who are not staff representatives, decide on relevant directors, directors and supervisors, and decide on the remuneration of relevant directors and supervisors; Remuneration of supervisors;
(III) review and approve the report of the board of directors; (III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors; (IV) review and approve the report of the board of supervisors; (V) review and approve the company's annual financial plan (V) review and approve the company's annual financial budget plan and final settlement plan;
