Linuo Pharmaceutical Pack: Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd. Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Revised in April 2026
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Directory
Chapter 1 General Provisions................................................................................................................................3
Chapter 2 Business Purpose and Scope................................................................................................................4
Chapter 3 Shares................................................................................................................................5
Section 1 Share Issuance................................................................................................................5
Section 2 Increase, decrease and repurchase of shares................................................................................................6
Section 3 Share Transfer............................................................................................................................8
Chapter 4 Shareholders and Shareholders Meeting......................................................................................................9
Section 1 General Provisions for Shareholders................................................................................................9
Section 2 Controlling Shareholders and Actual Controllers......................................................................12
Section 3 General Provisions of Shareholders’ Meetings......................................................................................13
Section 4 Convening of Shareholders’ Meeting................................................................................................16
Section 5 Proposals and Notices of Shareholders’ Meetings......................................................................17
Section 6 Convening of Shareholders’ Meeting................................................................................................19
Section 7 Voting and Resolutions of the Shareholders’ Meeting................................................................................22
Chapter 5 Board of Directors................................................................................................................................25
Section 1 General Provisions for Directors................................................................................................25
Section 2 Board of Directors................................................................................................................29
Section 3 Independent Directors................................................................................................................35
Section 4 Special Committees of the Board of Directors......................................................................................38
Chapter 6 General Manager and Other Senior Management Personnel......................................................................39
Chapter 7 Financial Accounting System, Profit Distribution and Audit......................................................................41
Section 1 Financial Accounting System......................................................................................................41
Section 2 Internal Audit......................................................................................................45
Section 3 Appointment of Accounting Firm......................................................................................46
Chapter 8 Notices and Announcements......................................................................................................47
Section 1 Notice................................................................................................................................47
Section 2 Announcement................................................................................................................................47
Chapter 9 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation......................................................48
Section 1 Merger, spin-off, capital increase and capital reduction......................................................................48
Section 2 Dissolution and Liquidation......................................................................................49
Chapter 10 Modification of the Articles of Association................................................................................................................51
Chapter 11 Supplementary Provisions................................................................................................................................52
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Chapter 1 General Principles
Article 1 In order to regulate the organization and behavior of Shandong Linuo Pharmaceutical Packaging Co., Ltd. (hereinafter referred to as the "Company"), safeguard the legitimate rights and interests of the company, shareholders, employees and creditors, and promote the development of the company, this Articles of Association is 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 regulations.
Article 2 The company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations.
The company was changed as a whole from Jinan Linuo Glass Products Co., Ltd. and was established by the sponsor. It was registered with the Market Supervision and Administration Bureau of Shanghe County, Jinan City, Shandong Province, and obtained a business license. The unified social credit code is 9137012673578730XH.
Article 3 The company was approved by the Shenzhen Stock Exchange on March 4, 2021 and reported to the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") to complete the registration procedures. It issued 58,109,777 RMB ordinary shares to the public for the first time and was listed on the GEM of the Shenzhen Stock Exchange on November 11, 2021.
Article 4 Company registered name:
Full Chinese name: Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Full English name: Shandong Linuo Pharmaceutical Pack aging Co.,Ltd.
Article 5 Company address: Government residence of Yuhuangmiao Town, Shanghe County, Jinan City, Shandong Province
Postal code: 251604
Article 6 The registered capital of the company is RMB 267,536,615.
Article 7 The company shall be a joint stock limited company with permanent existence.
Article 8 The director who performs corporate affairs on behalf of the company shall be the legal representative of the company. The chairman of the company is the director who executes affairs on behalf of the company. If the chairman of the board of directors resigns, he shall be deemed to have resigned as the legal representative at the same time. If the legal representative resigns, the company will determine a new legal representative within thirty days from the date of resignation.
Article 9 The legal consequences of civil activities conducted by the legal representative in the name of the company shall be borne by the company.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
The restrictions on the powers of the legal representative in this Articles of Association or the shareholders' meeting shall not antagonize bona fide counterparties.
If the legal representative causes damage to others due to the performance of his duties, the company shall bear civil liability. After the company assumes civil liability, it may recover compensation from the at-fault legal representative in accordance with the provisions of the law or the company's articles of association.
Article 10 Shareholders shall bear liability for the company to the extent of the shares they subscribe for, and the company shall bear liability for the company's debts with all of its property.
Article 11 The Articles of Association of the Company shall, from the effective date, become a legally binding document that regulates the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders, and is a legally binding document for the company, shareholders, directors and senior managers. According to this Article of Association, shareholders can sue shareholders, shareholders can sue company directors and senior managers, shareholders can sue the company, and companies can sue shareholders, directors and senior managers.
Article 12 The term "senior management personnel" as mentioned in these Articles of Association refers to the company's general manager (also known as president, the same below), deputy general manager (also known as vice president, the same below), secretary to the board of directors, financial controller and other management personnel recognized by the board of directors.
Article 13 The company shall establish Communist Party organizations and carry out Party activities in accordance with the provisions of the Constitution of the Communist Party of China. The company provides necessary conditions for the activities of party organizations.
Chapter 2 Business Purpose and Scope
Article 14 The company's business purposes: legal operation, honest operation; customer orientation, continuous improvement, quality-oriented, teamwork; serving the society, repaying shareholders, and achieving employee success, and is committed to becoming the world's best special glass manufacturer.
Article 15 After registration in accordance with the law, the company's business scope is: general items: glass manufacturing; daily glass product manufacturing; daily glass product sales; technical glass product manufacturing; technical glass product sales; ordinary glass container manufacturing; unsealed glass shells and other glass products manufacturing; glass instrument manufacturing; glass instrument sales; construction Sales of building materials; sales of chemical products (excluding licensed chemical products); wholesale of kitchenware, sanitary ware and daily sundries; retail of kitchenware, sanitary ware and daily sundries; wholesale of arts and crafts and collectibles (except ivory and its products); retail of arts and crafts and collectibles (except ivory and its products); manufacturing of special equipment (excluding licenses)
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Professional equipment manufacturing); sales of machinery and equipment; leasing of machinery and equipment; leasing of non-residential real estate; import and export of goods; manufacturing of medical packaging materials; sales of packaging materials and products; manufacturing of plastic products; sales of plastic products; manufacturing of rubber products; sales of rubber products; mold manufacturing; sales of molds; sales of Class I medical devices; production of Class I medical devices; sales of Class II medical devices. (Except for projects that require approval according to law, business activities can be carried out independently with a business license in accordance with the law) Licensed projects: production of Class II medical devices; production of Class III medical devices; operation of Class III medical devices. (Projects that require approval according to law can only be carried out with the approval of relevant departments. Specific business projects shall be subject to the approval documents or licenses of relevant departments).
According to market changes and the needs of the company's business development, the company can adjust its business scope and methods. To adjust the business scope and methods, the company's articles of association must be revised and the change must be registered with the company registration authority. If the adjusted business scope falls within the scope of items restricted by Chinese laws and regulations, it must be approved in accordance with the law.
Chapter 3 Shares
Section 1 Share Issuance
Article 16 The company's shares shall be in the form of stocks.
Article 17 The issuance of company shares shall be based on the principles of openness, fairness and impartiality, and each share of the same category shall have equal rights.
For shares of the same type issued at the same time, the issuance conditions and price per share are the same; for shares subscribed by subscribers, the same price is paid per share.
Article 18 The shares issued by the company shall have their face value expressed in RMB.
Article 19 The shares issued by the company shall be centrally deposited at the Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 20 When a joint-stock company is established, the name of the promoter, the number of shares subscribed and the method of capital contribution are:
(1) Linuo Investment Holding Group Co., Ltd. subscribed 136.512 million shares, and the investment method was net assets converted into shares;
(2) Jinan Hongdao New Energy Partnership (Limited Partnership), the number of shares subscribed is 15.168 million shares, and the investment method is net assets converted into shares.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Article 21 The total number of shares of the company is 267,536,615 shares, all of which are RMB ordinary shares.
Article 22 The company or its subsidiaries (including its affiliated enterprises) shall not provide financial assistance for others to obtain shares of the company or its parent company in the form of gifts, advances, guarantees, loans, etc., unless the company implements an employee stock ownership plan.
For the benefit of the company, upon resolution of the shareholders' meeting, or the board of directors making a resolution in accordance with the Articles of Association or the authorization of the shareholders' meeting, the company may provide financial assistance to others to acquire shares of the company or its parent company, but the cumulative total of financial assistance shall not exceed 10% of the total issued share capital. Resolutions made by the board of directors must be approved by more than two-thirds of all directors.
If a violation of the provisions of the preceding two paragraphs causes losses to the company, the responsible directors and senior managers shall be liable for compensation.
Section 2 Share Increase, Decrease and Repurchase
Article 23 According to the needs of operation and development, in accordance with the provisions of laws and regulations, and after the shareholders' meeting makes separate resolutions, the company may increase capital in the following ways:
(1) Issuance of shares to unspecified objects;
(2) Issuance of shares to specific objects;
(3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital;
(5) Laws, administrative regulations and other methods prescribed by the China Securities Regulatory Commission.
When a company issues convertible corporate bonds, the issuance, conversion procedures and arrangements of the convertible corporate bonds, and the changes in the company's share capital caused by the conversion shall be handled in accordance with the provisions of national laws, administrative regulations, departmental rules and other documents, as well as the provisions of the company's convertible corporate bond prospectus.
The board of directors may decide to issue shares not exceeding 50% of the issued shares within three years based on the authorization of the shareholders' meeting. However, investment in non-monetary assets must be resolved by the shareholders' meeting.
If the board of directors decides to issue shares in accordance with the provisions of the preceding paragraph, resulting in changes in the company's registered capital and the number of issued shares, the modification of the matters recorded in the company's articles of association does not need to be voted on by the shareholders' meeting.
If the shareholders' meeting authorizes the board of directors to decide on the issuance of new shares, the board of directors' resolution shall be approved by more than two-thirds of all directors.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
passed on.
When a company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.
Article 24 A company may reduce its registered capital. When a company reduces its registered capital, it shall do so in accordance with the Company Law and other relevant regulations and the procedures stipulated in these Articles of Association.
Article 25 A company may not acquire its own shares. However, except for one of the following circumstances:
(1) Reduce the company’s registered capital;
(2) Merge with other companies that hold shares of the company;
(3) Use shares for employee stock ownership plans or equity incentives;
(4) A shareholder requests the company to acquire his or her shares because he or she dissents from the company's merger or division resolution made by the shareholders' meeting;
(5) Use the shares to convert corporate bonds issued by the company that can be converted into stocks;
(6) Necessary for the company to maintain the company's value and shareholders' rights and interests.
Except for the above circumstances, the company may not acquire the company's shares.
The situation referred to in item (6) of the preceding paragraph shall meet one of the following conditions:
(1) The closing price of the company’s stock is lower than the net assets per share of the latest period;
(2) The cumulative decline in the closing price of the company’s stock reaches 20% within twenty consecutive trading days;
(3) The closing price of the company’s stock is lower than 50% of the highest closing price of the stock in the last year;
(4) Other conditions specified by the China Securities Regulatory Commission.
A company's controlled subsidiaries are not allowed to acquire shares issued by the company. If a company's controlled subsidiaries hold shares of the company due to company mergers, exercise of pledge rights, etc., they are not allowed to exercise the voting rights corresponding to the shares held, and the relevant company shares must be disposed of in a timely manner.
Article 26 A company may acquire its own shares through public centralized transactions or other methods approved by laws, regulations and the China Securities Regulatory Commission.
If a company acquires its own shares due to the circumstances stipulated in Items (3), (5) and (6) of Paragraph 1 of Article 25 of this Article, it shall do so through public centralized transactions.
Article 27 The company shall
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
If the company acquires the company's shares due to the circumstances specified in Article 25, Paragraph 1, Item (3), (5), and (6) of the Articles of Association, it may be resolved by a board meeting attended by more than two-thirds of the directors in accordance with the provisions of the Articles of Association or the authorization of the shareholders' meeting.
After the company acquires the company's shares in accordance with the provisions of paragraph 1 of Article 25 of the Articles of Association, if it falls under the situation mentioned in item (1), it shall have 10 days from the date of acquisition. It shall be canceled within the same day; if it falls under the circumstances of Items (2) and (4), it shall be transferred or canceled within 6 months; if it falls under the circumstances of Items (3), (5) and (6), the total number of shares of the company held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within 3 years.
Section 3 Share Transfer
Article 28 The company’s shares shall be transferred in accordance with the law.
Article 29 The company does not accept its own stocks as the subject of pledge rights.
Article 30 The shares issued before the company's public issuance of shares shall not be transferred within one year from the date the company's shares are listed and traded on the stock exchange. If laws, administrative regulations or the securities regulatory authority of the State Council have other provisions on the transfer of the company's shares held by the company's shareholders or actual controllers, such provisions shall prevail.
Directors and senior managers of the company shall report to the company the shares they hold in the company and their changes. The shares transferred each year during the term of office determined at the time of taking office shall not exceed 25% of the total number of shares held by them in the company; 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. The above-mentioned personnel shall not transfer the shares of the company held by them within six months after their resignation.
If the shares are pledged within the transfer restriction period stipulated in laws and administrative regulations, the pledgee shall not exercise the pledge right within the transfer restriction period.
Article 31 If a company’s directors, senior managers, or shareholders holding more than 5% of the company’s shares sell the company’s stocks or other equity securities they hold within 6 months after buying them, or buy them again within 6 months after selling, the proceeds will belong to the company, and the company’s board of directors will take back the proceeds. However, securities companies holding more than 5% of the shares due to underwriting the purchase of remaining stocks after the sale are excluded, as well as other circumstances stipulated by the China Securities Regulatory Commission.
The stocks or other equity-type securities held by directors, senior managers, and natural person shareholders referred to in the preceding paragraph include stocks or other securities held by their spouses, parents, and children and those held using the accounts of others.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Securities in the nature of equity.
If the company's board of directors fails to implement the provisions of the preceding paragraph, the shareholders have the right to request the board of directors to implement it within 30 days. If the company's board of directors fails to implement the decision within the above time limit, shareholders have the right to file a lawsuit directly with the People's Court in their own name for the benefit of the company.
If the company's board of directors fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall bear joint and several liability in accordance with the law.
Chapter 4 Shareholders and Shareholders Meeting
Section 1 General Provisions for Shareholders
Article 32 The company shall establish a shareholder list based on the certificates provided by the securities registration agency. The shareholder list is sufficient evidence to prove that shareholders hold the company's shares. Shareholders have rights and assume obligations according to the type of shares they hold; shareholders holding the same type of shares enjoy the same rights and assume the same obligations.
Article 33 When a company convenes a shareholders' meeting, distributes dividends, liquidates, or engages in other actions that require confirmation of the identity of shareholders, the board of directors or the convener of the shareholders' meeting shall determine the equity registration date. The shareholders who are registered after the market closes on the equity registration date shall be shareholders who enjoy relevant rights and interests.
Article 34 Shareholders of the company enjoy the following rights:
(1) Receive dividends and other forms of benefit distribution based on the share of shares held;
(2) Request, convene, host, participate in, or appoint shareholders’ agents to attend shareholders’ meetings in accordance with the law, and exercise corresponding voting rights;
(3) Supervise the company’s operations and make suggestions or inquiries;
(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association;
(5) Check and copy the company's articles of association, shareholder list, shareholders' meeting minutes, board meeting resolutions, and financial accounting reports. Shareholders who meet the regulations may check the company's accounting books and accounting vouchers;
(6) When the company is terminated or liquidated, participate in the distribution of the company's remaining property according to the share of shares it holds;
(7) Shareholders who object to the company merger or division resolution made by the shareholders’ meeting require the company to acquire their
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
shares;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or this Charter.
Article 35 If a shareholder requests to review or copy the relevant information or request materials mentioned in Item (5) of Paragraph 1 of the preceding Article, he shall abide by the provisions of the Securities Law and other laws and administrative regulations, and provide the company with written documents proving that he holds the company's shares and the number of shares he holds. The company shall provide it according to the shareholder's request after verifying the shareholder's identity.
If shareholders who individually or collectively hold more than 3% of the company's shares for more than 180 consecutive days request to inspect the company's accounting books and accounting vouchers in accordance with the provisions of the preceding article, they shall submit a written request to the company stating the purpose. If the company has reasonable grounds to believe that a shareholder's inspection of accounting books and accounting vouchers has improper purposes and may harm the company's legitimate interests, it may refuse to provide inspection and shall reply to the shareholder in writing and explain the reasons within 15 days from the date of the shareholder's written request. If the company refuses to provide inspection, the shareholder may file a lawsuit with the People's Court.
Shareholders may entrust accounting firms, law firms and other intermediaries to review the materials specified in the preceding paragraph.
Shareholders and their entrusted accounting firms, law firms and other intermediaries shall abide by laws and administrative regulations on the protection of state secrets, business secrets, personal privacy, personal information and other laws and administrative regulations when accessing and copying relevant materials.
If a shareholder requests to review or copy relevant materials of the company's wholly-owned subsidiaries, the provisions of the first four paragraphs shall apply.
Article 36 If the content of the resolutions of the company's shareholders' meeting or board of directors violates laws and administrative regulations, shareholders have the right to request the People's Court to invalidate the resolutions.
If the convening procedures and voting methods of the shareholders' meeting or the board of directors violate laws, administrative regulations or the Articles of Association, or the content of the resolution violates the Articles of Association, shareholders have the right to request the People's Court to revoke the resolution within 60 days from the date the resolution is made. However, there are only minor flaws in the convening procedures or voting methods of the general meeting of shareholders or the board of directors, which do not have a substantial impact on the resolution.
If the board of directors, shareholders and other relevant parties have disputes over the validity of the resolutions of the shareholders' meeting, they should promptly file a lawsuit with the people's court. Before the people's court makes a judgment or ruling such as revoking the resolution, the relevant parties shall implement the resolution of the shareholders' meeting. The company, directors and senior managers should effectively perform their duties and ensure the normal operation of the company.
If the people's court makes a judgment or ruling on a relevant matter, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the Shenzhen Stock Exchange, fully explain the impact, and make a statement before the judgment.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Actively cooperate with the implementation of the decision or ruling after it takes effect. If it involves the correction of previous matters, it will be handled in a timely manner and the corresponding information disclosure obligations will be fulfilled.
Shareholders who have not been notified to participate in the shareholders' meeting may request the people's court to revoke the resolution within sixty days from the date when they know or should know that the resolution is made; if they do not exercise the right to revoke within one year from the date the resolution is made, the right to revoke shall be extinguished.
Article 37 If any of the following circumstances occurs, the resolution of the company’s shareholders’ meeting or board of directors shall be invalid:
(1) No shareholders’ meeting or board of directors meeting was held to make resolutions;
(2) The shareholders’ meeting and the board of directors’ meeting did not vote on resolution matters;
(3) The number of people attending the meeting or the number of voting rights held does not reach the number or number of voting rights stipulated in the Company Law or these Articles of Association;
(4) The number of people or the number of voting rights they hold who agree to the resolution does not reach the number of people or the number of voting rights they hold as stipulated in the Company Law or these Articles of Association.
Article 38 Directors and senior managers who violate laws, administrative regulations or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation. If a director or senior manager other than a member of the Board of Directors' Audit Committee violates laws, administrative regulations or the provisions of these Articles of Association when performing the company's duties and causes losses to the company, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days have the right to request the Board of Directors Audit Committee to file a lawsuit in the People's Court in writing; if the Board of Directors' Audit Committee violates the laws, administrative regulations or the provisions of the Articles of Association when performing the company's duties and causes losses to the company, the aforementioned shareholders may request the Board of Directors in writing to file a lawsuit in the People's Court.
If the audit committee of the board of directors or the board of directors refuses to initiate a lawsuit after receiving the written request from the shareholder specified in the preceding paragraph, or fails to file a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to file a lawsuit immediately will cause irreparable damage to the company's interests, the shareholders specified in the preceding paragraph have the right to directly file a lawsuit with the People's Court in their own name for the benefit of the company.
If others infringe upon the company's legitimate rights and interests and cause losses to the company, the shareholders specified in the first paragraph of this article may file a lawsuit with the People's Court in accordance with the provisions of the previous two paragraphs.
Directors, supervisors, and senior managers of the company's wholly-owned subsidiaries violate laws, administrative regulations, or the provisions of these Articles of Association when performing their duties, causing losses to the company, or others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
If losses are caused, shareholders who individually or jointly hold more than 1% of the company's shares for more than 180 consecutive days may request in writing the supervisory board or board of directors of the wholly-owned subsidiary to file a lawsuit with the People's Court in accordance with the first three paragraphs of this article or directly file a lawsuit with the People's Court in their own name. If a company's wholly-owned subsidiary does not have a board of supervisors or supervisors, but has an audit committee, the provisions of paragraphs 1 and 2 of this article shall apply.
Article 39 If directors or senior managers violate laws, administrative regulations or the provisions of these Articles of Association and harm the interests of shareholders, shareholders may file a lawsuit in the People's Court.
Article 40 Shareholders of the company shall bear the following obligations:
(1) Comply with laws, administrative regulations and this charter;
(2) Pay the share capital according to the shares subscribed and the method of subscription;
(3) Except under circumstances stipulated by laws and regulations, its share capital shall not be withdrawn;
(4) Shall not abuse the rights of shareholders to harm the interests of the company or other shareholders; must not abuse the independent status of a company as a legal person and the limited liability of shareholders to harm the interests of the company’s creditors;
(5) Other obligations stipulated in laws, administrative regulations and this Articles of Association.
If a company's shareholders abuse their rights and cause losses to the company or other shareholders, they shall be liable for compensation in accordance with the law.
If a company's shareholders abuse the company's independent status as a legal person and the limited liability of shareholders, evade debts and seriously damage the interests of the company's creditors, they shall bear joint and several liability for the company's debts.
If a shareholder uses two or more companies under his control to carry out the acts specified in the preceding paragraph, each company shall bear joint and several liability for the debts of any company.
Article 41 If a shareholder holding more than 5% of the company's voting shares pledges his or her shares, he or she shall make a written report to the company on the day this fact occurs.
Section 2 Controlling Shareholders and Actual Controllers
Article 42 The controlling shareholders and actual controllers of a company shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, provisions of the China Securities Regulatory Commission and stock exchanges, and safeguard the interests of listed companies.
Article 43 The company’s controlling shareholders and actual controllers shall comply with the following provisions:
(1) Exercise shareholder rights in accordance with the law and not abuse control rights or use relationships to harm the legitimate rights and interests of the company or other shareholders;
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(2) Strictly implement the public statements and commitments made, and shall not make any changes or exemptions without authorization;
(3) Perform information disclosure obligations in strict accordance with relevant regulations, actively cooperate with the company in information disclosure, and promptly inform the company of major events that have occurred or are expected to occur;
(4) Company funds shall not be appropriated in any way;
(5) The company and relevant personnel shall not be forced, instigated or required to provide guarantees in violation of laws and regulations;
(6) Not to use the company's undisclosed major information to seek benefits, not to leak any undisclosed major information related to the company in any way, and not to engage in insider trading, short-term trading, market manipulation and other illegal activities;
(7) The legitimate rights and interests of the company and other shareholders shall not be harmed through unfair related transactions, profit distribution, asset restructuring, external investment, etc. in any way;
(8) Ensure the company’s asset integrity, personnel independence, financial independence, organizational independence and business independence, and shall not affect the company’s independence in any way;
(9) Other provisions of laws, administrative regulations, provisions of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
If the company's controlling shareholder or actual controller does not serve as a director of the company but actually performs the company's affairs, the provisions of this Articles on directors' duties of loyalty and diligence shall apply.
If a company's controlling shareholder or actual controller instructs a director or senior manager to engage in behavior that damages the interests of the company or shareholders, he shall be jointly and severally liable with the director or senior manager.
Article 44 If a controlling shareholder or actual controller pledges the company's stocks held or actually controlled by him or her, the company's control rights and production and operation stability shall be maintained.
Article 45 When controlling shareholders and actual controllers transfer the shares of the company they hold, they must comply with the restrictive provisions on share transfers in laws, administrative regulations, regulations of the China Securities Regulatory Commission and stock exchanges, and the commitments they have made to restrict share transfers.
Section 3 General Provisions of Shareholders’ Meetings
Article 46 The shareholders’ meeting is the company’s authority and shall exercise the following powers in accordance with the law:
(1) Elect and replace directors who are not employee representatives, and decide on remuneration matters for directors;
(2) Review and approve the report of the board of directors;
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(3) Review and approve the company’s profit distribution plan and loss compensation plan;
(4) Make a resolution to increase or decrease the company’s registered capital;
(5) Make a resolution on the issuance of corporate bonds;
(6) Make resolutions on the merger, division, dissolution, liquidation or change of company form;
(7) Modify this Articles of Association;
(8) Make a resolution on the company’s hiring and dismissal of the accounting firm that handles the company’s audit business;
(9) Review and approve the guarantee matters specified in Article 47;
(10) Review the company’s purchase and sale of major assets within one year exceeding 30% of the company’s latest audited total assets;
(11) Review and approve changes in the use of raised funds;
(12) Review equity incentive plans and employee stock ownership plans;
(13) Review other matters that should be decided by the shareholders’ meeting as stipulated in laws, administrative regulations, departmental rules or these Articles of Association.
The shareholders' meeting can authorize the board of directors to make a resolution on the issuance of corporate bonds.
The company may issue stocks and corporate bonds convertible into stocks upon resolution of the shareholders' meeting, or upon authorization by the Articles of Association or the shareholders' meeting and resolution of the board of directors. The specific implementation shall comply with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and stock exchanges.
Unless otherwise provided by laws, administrative regulations, provisions of the China Securities Regulatory Commission or rules of stock exchanges, the powers of the above-mentioned shareholders' meeting shall not be exercised by the board of directors or other institutions and individuals through authorization.
Article 47 If a listed company provides a guarantee, it shall promptly disclose it to the public after deliberation by the board of directors. If a guarantee falls under any of the following circumstances, it shall be submitted to the shareholders' meeting for review and approval after the board of directors has reviewed and approved it:
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets;
(2) Any guarantee provided after the total amount of guarantees provided by the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(3) Guarantees provided for guarantee objects whose asset-liability ratio exceeds 70%;
(4) The guarantee amount exceeds 50% of the company’s latest audited net assets for twelve consecutive months and
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
The absolute amount exceeds 50 million yuan;
(5) Any guarantee provided after the total amount of guarantees provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(6) The guarantee amount exceeds 30% of the company’s latest audited total assets within twelve consecutive months;
(7) Guarantees provided to shareholders, actual controllers and their related parties;
(8) Other guarantee situations stipulated by the Shenzhen Stock Exchange or these Articles of Association.
When the board of directors considers guarantee matters, it must be reviewed and approved by more than two-thirds of the directors present at the board meeting. When the shareholders' meeting considers the guarantee item (5) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by shareholders attending the meeting.
When the shareholders' meeting considers the guarantee proposal for shareholders, actual controllers and their related parties, the shareholder or the shareholders controlled by the actual controller shall not participate in the voting. The voting shall be passed by more than half of the voting rights held by other shareholders attending the shareholders' meeting.
For violations of the approval authority and review procedures for external guarantees stipulated in these Articles of Association, the company shall hold the responsible person accountable for the corresponding legal and economic responsibilities.
Article 48 Shareholders' meetings are divided into annual shareholders' meetings and extraordinary shareholders' meetings. The annual shareholders' meeting is held once a year and should be held within 6 months after the end of the previous fiscal year.
Article 49 If any of the following circumstances occurs, the company shall convene an extraordinary shareholders' meeting within 2 months from the date of occurrence:
(1) When the number of directors is less than 2/3 (i.e. 5) of the number stipulated in the Company Law or these Articles of Association;
(2) When the company’s uncompensated losses reach 1/3 of the total paid-in share capital;
(3) When requested by shareholders individually or collectively holding more than 10% of the company’s shares;
(4) When the board of directors deems it necessary;
(5) When the audit committee proposes to convene;
(6) Other situations stipulated in laws, administrative regulations, departmental rules or this Article.
Article 50 The company’s shareholders’ meeting will be held at the place of residence of Shandong Linuo Pharmaceutical Packaging Co., Ltd. or the place specified in the notice of the shareholders’ meeting.
The shareholders' meeting will set up a venue and be held in the form of an on-site meeting. The company will also provide online voting methods for
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Provide convenience for shareholders to participate in shareholders' meetings. Shareholders who participate in the shareholders' meeting through the above methods are deemed to be present. In addition to setting up a meeting venue and holding it in person, the shareholders' meeting can also be held using electronic communication methods.
Article 51 When convening a shareholders' meeting, the company will hire a lawyer to issue legal opinions on the following issues and make an announcement:
(1) Whether the convening and convening procedures of the meeting comply with laws, administrative regulations, and these Articles of Association;
(2) Whether the qualifications of the persons attending the meeting and the qualifications of the convener are legal and valid;
(3) Whether the voting procedures and voting results of the meeting are legal and valid;
(4) Legal opinions on other relevant issues at the request of the company.
Section 4 Convening of Shareholders’ Meeting
Article 52 The board of directors shall convene the shareholders’ meeting on time within the prescribed time limit.
With the approval of more than half of all independent directors, the independent directors have the right to propose to the board of directors to convene an extraordinary shareholders' meeting. Regarding the independent directors' proposal to convene an extraordinary shareholders' meeting, the board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice of convening the shareholders' meeting within 5 days after making the board resolution; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it shall explain the reasons and make an announcement.
Article 53 If the audit committee proposes to the board of directors to convene an extraordinary shareholders' meeting, it shall submit the proposal to the board of directors in writing. The board of directors shall provide written feedback on whether it agrees or disagrees with convening an extraordinary shareholders' meeting within 10 days after receiving the proposal in accordance with the provisions of laws, administrative regulations and these Articles of Association.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it will issue a notice to convene the shareholders' meeting within 5 days after the board of directors' resolution is made. Any changes to the original proposal in the notice must be approved by the audit committee.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the proposal, it will be deemed that the board of directors is unable or fails to perform its duty to convene a shareholders' meeting, and the audit committee may convene and preside over it on its own.
Article 54 Shareholders individually or jointly holding more than 10% of the company's shares have the right to request the board of directors to convene an extraordinary shareholders' meeting, and shall submit the request to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and these Articles of Association, agree or disagree to convene an extraordinary shareholder meeting within 10 days after receiving the request.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
written feedback from the meeting.
If the board of directors agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after making the board of directors' resolution. Any changes to the original request in the notice must obtain the consent of the relevant shareholders.
If the board of directors does not agree to convene an extraordinary shareholders' meeting, or fails to provide feedback within 10 days after receiving the request, shareholders who individually or collectively hold more than 10% of the company's shares propose to the audit committee to convene an extraordinary shareholders' meeting, and shall submit a request to the audit committee in writing.
If the audit committee agrees to convene an extraordinary shareholders' meeting, it shall issue a notice to convene the shareholders' meeting within 5 days after receiving the request. Any changes to the original request in the notice must be approved by the relevant shareholders.
If the audit committee fails to issue a shareholders' meeting notice within the prescribed period, it will be deemed that the audit committee has not convened and presided over the shareholders' meeting. Shareholders who individually or collectively hold more than 10% of the company's shares for more than 90 consecutive days may convene and preside over it on their own.
Article 55 If the audit committee or shareholders decide to convene a shareholders' meeting on their own, they must notify the board of directors in writing and file it with the Shenzhen Stock Exchange.
The audit committee or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the shareholders' meeting and the announcement of the resolutions of the shareholders' meeting.
Before the resolution of the shareholders' meeting is announced, the shareholding ratio of the convening shareholders shall not be less than 10%.
Article 56 The board of directors and the secretary of the board of directors will cooperate with the shareholders' meeting convened by the audit committee or shareholders themselves. The board of directors will provide a shareholder register on the record date. If the board of directors fails to provide a list of shareholders, the convener may apply to the securities registration and clearing agency to obtain it with the relevant announcement of the notice of convening the shareholders' meeting. The shareholder list obtained by the convener shall not be used for any purpose other than convening a shareholders' meeting.
Article 57 For a shareholders' meeting convened by the audit committee or shareholders themselves, the company shall bear the necessary expenses for the meeting.
Section 5 Proposals and Notices of Shareholders’ Meeting
Article 58 The content of the proposal shall fall within the scope of the shareholders' meeting, have clear topics and specific resolution matters, and comply with the relevant provisions of laws, administrative regulations and these Articles of Association.
Article 59 The company shall convene a shareholders’ meeting, the board of directors, the audit committee and the shareholders’ meeting held individually or jointly
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Shareholders holding more than 1% of the company's shares have the right to make proposals to the company.
Shareholders who individually or collectively hold more than 1% of the company's shares may put forward temporary proposals and submit them in writing to the convener 10 days before the shareholders' meeting. The convener shall issue a supplementary notice to the shareholders' meeting within 2 days after receiving the proposal, announce the contents of the temporary proposal, and submit the temporary proposal to the shareholders' meeting for review, unless the temporary proposal violates the provisions of laws, administrative regulations or the company's articles of association, or does not fall within the scope of the shareholders' meeting.
Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed in the notice of shareholders' meeting or add new proposals after issuing the notice of shareholders' meeting.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 58 of the Articles of Association shall not be voted on and resolutions made by the shareholders' meeting.
Article 60 The convener will notify all shareholders by announcement 20 days before the annual shareholders' meeting, and the extraordinary shareholders' meeting will notify shareholders by announcement 15 days before the meeting.
When calculating the starting period, the company shall not include the date of the meeting.
Article 61 The notice of shareholders’ meeting shall include the following contents:
(1) Time, place and duration of the meeting;
(2) Matters and proposals submitted to the meeting for consideration;
(3) Explain in obvious words: All shareholders have the right to attend the shareholders’ meeting and may appoint a proxy in writing to attend the meeting and participate in voting. The shareholder’s proxy does not have to be a shareholder of the company;
(4) Equity registration date of shareholders who have the right to attend the shareholders’ meeting;
(5) Name and telephone number of the permanent contact person for conference affairs;
(6) Voting time and voting procedures online or by other means.
All specific contents of all proposals shall be fully and completely disclosed in the shareholder meeting notice and supplementary notice. If the shareholders' meeting adopts the Internet or other methods, the voting time and voting procedures of the Internet or other methods shall be clearly stated in the notice of the shareholders' meeting. The voting start time for Internet voting system or other voting methods is 9:15 am on the day the shareholders meeting is held, and the end time is 3:00 pm on the day the on-site shareholders meeting ends.
The interval between the equity registration date and the meeting date should be no more than 7 working days. Once the equity registration date is confirmed, it cannot be changed.
Article 62 If the shareholders’ meeting intends to discuss the election of directors, the shareholders’ meeting notice will fully disclose the detailed information of the director candidates, including at least the following:
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(1) Educational background, work experience, part-time job and other personal information;
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
(3) Disclose the number of shares held in the company;
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange. Except for the cumulative voting system to elect directors, each director candidate shall be submitted as a separate proposal.
Article 63 After the notice of the shareholders' meeting is issued, the shareholders' meeting shall not be postponed or canceled without justifiable reasons, and the proposals listed in the notice of the shareholders' meeting shall not be cancelled. In the event of postponement or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the original date.
Section 6 Convening of Shareholders’ Meeting
Article 64 The company's board of directors and other conveners will take necessary measures to ensure the normal order of the shareholders' meeting. Measures will be taken to stop any behavior that interferes with shareholders' meetings, provokes troubles and infringes upon the legitimate rights and interests of shareholders, and will be reported to relevant departments for investigation and punishment in a timely manner.
Article 65 All shareholders or their agents registered on the equity registration date have the right to attend the shareholders' meeting. and exercise voting rights in accordance with relevant laws, regulations and these Articles of Association.
Shareholders may attend the shareholders' meeting in person or entrust a proxy to attend and vote on their behalf.
Article 66 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid certificate or certificate that can indicate his or her identity; if he or she attends the meeting on behalf of another person, he or she shall present his or her valid ID card or a shareholder's power of attorney.
Legal person shareholders shall be represented by their legal representative or an agent entrusted by the legal representative to attend the meeting. If the legal representative attends the meeting, he or she shall present his/her identity card and a valid certificate that proves his or her qualifications as a legal representative; if an agent attends the meeting, the agent shall present his/her identity card and a written power of attorney issued by the legal representative of the legal person shareholder unit in accordance with the law.
Article 67 The power of attorney issued by a shareholder to entrust others to attend the shareholders’ meeting shall specify the following contents:
(1) The name of the client, the type and number of shares of the company held;
(2) The name of the agent;
(3) Specific instructions from shareholders, including voting in favor or against each matter included in the agenda of the shareholders’ meeting.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Instructions to vote against or abstain from voting;
(4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. If the client is a legal person shareholder, the seal of the legal person entity shall be affixed.
Article 68 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorizing the signing shall be notarized. The notarized power of attorney or other authorization document, and the voting proxy form must be kept at the company's domicile or other place specified in the notice convening the meeting.
Article 69 The company is responsible for preparing a meeting register of attendees. The meeting register shall contain the names (or names of units) of the participants, ID numbers, the number of shares held or represented with voting rights, the names of the principals (or names of units) and other matters.
Article 70 The convener and the lawyer hired by the company will jointly verify the legality of shareholder qualifications based on the shareholder list provided by the securities registration and clearing agency, and register the names of shareholders and the number of shares with voting rights they hold. Registration for the meeting shall be terminated before the host of the meeting announces the number of shareholders and proxies present at the meeting and the total number of shares with voting rights held.
Article 71 When a shareholders’ meeting is convened, all directors and the secretary of the board of directors of the company shall attend the meeting, and senior managers shall attend the meeting as non-voting participants.
Article 72 The shareholders' meeting shall be chaired by the chairman of the board of directors. When the chairman of the board of directors is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting.
The shareholders' meeting convened by the audit committee shall be presided over by the convener of the audit committee. When the convener of the Audit Committee is unable or fails to perform his duties, an Audit Committee member jointly elected by more than half of the Audit Committee members shall preside over the meeting.
A shareholders' meeting convened by shareholders themselves shall be presided over by the convener or his elected representative.
When convening a shareholders' meeting, if the presiding officer of the meeting violates the rules of procedure and makes it impossible to continue the shareholders' meeting, with the consent of more than half of the shareholders with voting rights present at the shareholders' meeting, the shareholders' meeting may elect one person to serve as the presiding officer of the meeting and continue the meeting.
Article 73 The company shall formulate rules of procedure for the shareholders' meeting, specifying in detail the convening and voting procedures of the shareholders' meeting, including notification, registration, review of proposals, voting, counting of votes, announcement of voting results, formation of meeting resolutions, meeting minutes and their signing, announcements, etc., as well as the principles for authorization of the board of directors at the shareholders' meeting, and the authorization content shall be clear and specific. The rules of procedure of the shareholders' meeting are attached to the articles of association and are drawn up by the board of directors and approved by the shareholders' meeting.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Article 74 At the annual shareholders' meeting, the board of directors shall make a report to the shareholders' meeting on its work over the past year. Each independent director should also make a performance report.
Article 75 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at shareholders’ meetings.
Article 76 The host of the meeting shall announce the number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held before voting. The number of shareholders and agents attending the meeting on-site and the total number of shares with voting rights held shall be subject to the meeting registration.
Article 77 The shareholders' meeting shall have meeting minutes, which shall be held by the secretary of the board of directors. The minutes of the meeting record the following:
(1) Meeting time, place, agenda and name of the convener;
(2) The names of the host of the meeting and the directors, board secretary, general manager and other senior managers who attended or attended the meeting;
(3) The number of shareholders and proxies attending the meeting, the total number of shares with voting rights held and their proportion to the total number of shares of the company;
(4) The deliberation process, key points and voting results of each proposal;
(5) Shareholders’ inquiries or suggestions and corresponding replies or explanations;
(6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in this charter.
Article 78 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. The directors, secretary of the board of directors, convener or his representative and host of the meeting who attended the meeting shall sign on the meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders attending the meeting, the power of attorney of the proxy attending, and the valid information on voting status via the Internet and other methods. The retention period is 10 years.
Article 79 The convener shall ensure that the shareholders’ meeting is held continuously until the final resolution is reached. If the shareholders' meeting is suspended or unable to make resolutions due to force majeure or other special reasons, necessary measures should be taken to resume the shareholders' meeting as soon as possible or directly terminate the shareholders' meeting, and make a timely announcement. At the same time, the convener should report to the local branch of the China Securities Regulatory Commission and the stock exchange where the company is located.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Section 7 Voting and Resolutions of Shareholders’ Meeting
Article 80 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions.
Ordinary resolutions made by the shareholders' meeting shall be passed by more than half of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Special resolutions made by the shareholders' meeting shall be passed by more than 2/3 of the voting rights held by shareholders (including shareholders' proxies) present at the shareholders' meeting.
Article 81 The following matters shall be passed by ordinary resolutions at the shareholders’ meeting:
(1) Work report of the board of directors;
(2) The profit distribution plan and loss compensation plan drawn up by the board of directors;
(3) Appointment and removal of board members and their remuneration and payment methods;
(4) Other matters that should be passed by special resolutions except those stipulated by laws, administrative regulations or these Articles of Association.
Article 82 The following matters shall be passed by the shareholders’ meeting through special resolutions:
(1) The company increases or decreases its registered capital;
(2) The division, merger, dissolution and liquidation of the company;
(3) Modification of this Articles of Association;
(4) The company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company’s latest audited total assets;
(5) Equity incentive plan;
(6) Other matters that are stipulated in laws, administrative regulations or these Articles of Association, and that are determined by the shareholders' meeting to have a significant impact on the company through ordinary resolutions and need to be passed through special resolutions.
Article 83 Shareholders (including shareholders’ agents) shall exercise their voting rights based on the number of voting shares they represent, and each share shall have one voting right.
When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of individual vote counting should be disclosed to the public in a timely manner.
The company's shares held by the company have no voting rights, and such shares are not included in the total number of voting shares held by shareholders present.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
If a shareholder purchases a company's voting shares in violation of the provisions of paragraphs 1 and 2 of Article 63 of the Securities Law, the shares exceeding the prescribed proportion may not exercise voting rights within thirty-six months after the purchase, and will not be included in the total number of voting shares for shareholders present.
The company's board of directors, independent directors, shareholders holding more than 1% of the shares with voting rights or shareholders who meet relevant requirements can serve as collectors and publicly request shareholders to entrust them to attend the shareholders' meeting on their behalf or exercise their proposal rights, voting rights and other shareholder rights on their behalf. When soliciting shareholder voting rights, specific voting intentions and other information must be fully disclosed to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Companies are not allowed to impose minimum shareholding ratio restrictions on the solicitation of voting rights.
Article 84 When the shareholders' meeting considers related matters related to related transactions, related shareholders shall not participate in voting, and the number of shares with voting rights they represent shall not be counted in the total number of valid votes; the announcement of the resolution of the shareholders' meeting shall fully disclose the voting status of non-related shareholders.
The avoidance and voting procedures for shareholders with related relationships in the Shareholders Association are as follows:
(1) If a matter to be considered by the shareholders’ meeting is related to a shareholder, the related shareholder shall disclose the related relationship in detail to the board of directors before the shareholders’ meeting;
(2) When the shareholders' meeting is reviewing related-party transactions, the host of the meeting announces the related relationship between the related shareholders and the related-party transactions; the meeting host clearly announces that the related shareholders will recuse themselves, and the non-related shareholders will review and vote on the related-party transactions;
(3) The resolution on related transaction matters must be passed by non-related shareholders with more than half of the number of shares with voting rights;
(4) If a related shareholder fails to disclose related information or evade the related transaction in accordance with the above procedures, the shareholders' meeting has the right to revoke all resolutions related to the related transaction.
Article 85 Unless the company is in crisis or other special circumstances, the company will not enter into a contract with anyone other than directors, general managers and other senior managers to entrust the management of all or important business of the company to that person unless approved by a special resolution of the shareholders' meeting.
Article 86 The list of director candidates (excluding employee representative directors) shall be submitted to the shareholders' meeting for voting in the form of a proposal.
When the shareholders' meeting votes on the election of directors, the cumulative voting system shall be implemented in accordance with the provisions of these Articles of Association or the resolution of the shareholders' meeting.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
The cumulative voting system mentioned in the preceding paragraph means that when the shareholders' meeting elects directors, each share has the same voting rights as the number of directors to be elected, and the voting rights held by shareholders can be used collectively.
The board of directors shall announce to shareholders the resume and basic information of candidate directors.
Nomination methods and procedures for director candidates:
(1) Director candidates shall be nominated by the previous board of directors. Shareholders individually or collectively holding more than 1% of the company may propose a proposal to nominate directors.
(2) The employee directors on the board of directors are democratically elected by the company’s employees through the employee representative conference, workers’ conference or other forms of democracy.
(3) The nomination methods and procedures for independent directors shall be implemented in accordance with the relevant provisions of laws, administrative regulations and departmental rules.
The nominator should provide detailed information on the director candidate to the convener of the shareholders' meeting. If the convener of the shareholders' meeting believes that the information is insufficient, he should ask the nominator to make up for it, but this cannot deny the nominator's nomination. If the convener discovers that a director candidate does not meet the conditions stipulated by law or these Articles of Association, he shall inform the nominator and the relevant reasons in writing. Candidates for directors make a written commitment before the shareholders' meeting, agree to accept the nomination, promise to provide true and complete candidate information and ensure that they will perform their statutory and responsibilities stipulated in this Articles of Association after being elected.
Article 87 In addition to the cumulative voting system, the shareholders' meeting will vote on all proposals one by one. If there are different proposals on the same matter, they will vote in the order in which the proposals are submitted. Unless the shareholders' meeting is suspended or unable to make a resolution due to special reasons such as force majeure, the shareholders' meeting will not shelve proposals or refrain from voting.
Article 88 When the shareholders' meeting considers the proposal, the proposal shall not be modified. Otherwise, the relevant changes shall be regarded as a new proposal and shall not be voted on at the shareholders' meeting.
Article 89 The same voting right can only choose one of on-site, online or other voting methods. In the event of repeated voting for the same voting right, the result of the first vote shall prevail.
Article 90 The shareholders' meeting shall vote by registered vote.
Article 91 Before the shareholders' meeting votes on a proposal, two shareholder representatives shall be elected to participate in the counting and supervision of votes. If the matter under consideration has an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes. When a shareholders' meeting votes on a proposal, lawyers and shareholder representatives shall be jointly responsible for counting and supervising the votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the meeting minutes.
Company shareholders or their agents who vote online or by other means have the right to vote through the corresponding voting system
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Check your vote results.
Article 92 The on-site shareholders' meeting shall not end earlier than the online or other means. The host of the meeting shall announce the voting status and results of each proposal, and declare whether the proposal is passed based on the voting results.
Before the voting results are officially announced, the companies, vote counters, scrutineers, major shareholders, network service providers and other relevant parties involved in the shareholders' meeting on-site, online and other voting methods have the obligation to keep the voting information confidential.
Article 93 Shareholders attending the shareholders' meeting shall express one of the following opinions on the proposals submitted for voting: agree, oppose or abstain from voting. The securities registration and clearing institution, as the nominal holder of the stock connect mechanism between the mainland and Hong Kong stock markets, shall not declare in accordance with the actual holder's wishes.
Votes that are not filled in, filled in incorrectly, with illegible handwriting, or uncast votes will be deemed as the voter giving up the right to vote, and the voting result of the number of shares held shall be counted as "abstention".
Article 94 If the presiding officer of the meeting has any doubts about the results of the resolutions submitted for voting, he may organize a count of the votes cast; if the presiding officer of the meeting does not conduct a count of the votes, and the shareholders or shareholders' agents present at the meeting have objections to the results announced by the presiding officer of the meeting, they have the right to request a counting of votes immediately after the voting results are announced, and the presiding officer of the meeting shall organize a counting of votes immediately.
Article 95 The resolutions of the shareholders' meeting shall be announced in a timely manner. The announcement shall list the number of shareholders and agents present at the meeting, the total number of shares with voting rights held and their proportion to the total number of shares with voting rights of the company, the voting method, the voting results of each proposal and the details of each resolution passed.
Article 96 If a proposal is not passed, or if this shareholders' meeting changes the resolution of the previous shareholders' meeting, a special reminder should be made in the announcement of the resolution of the shareholders' meeting.
Article 97: If the shareholders' meeting passes the proposal for the election of directors, the new directors shall take office immediately upon being elected.
Article 98 If the shareholders' meeting passes the proposal on distributing cash, giving away shares, or transferring capital reserves to increase share capital, the company will implement the specific plan within 2 months after the conclusion of the shareholders' meeting.
Chapter 5 Board of Directors
Section 1 General Provisions for Directors
Article 99 A director of a company is a natural person and cannot serve as a director of the company under any of the following circumstances:
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) If a person is sentenced to a criminal penalty for corruption, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, or is deprived of political rights due to a crime, and the execution period has not expired for more than 5 years, and if he is sentenced to probation, the probation period has not expired for 2 years;
(3) Serving as a director or factory director or manager of a company or enterprise undergoing bankruptcy liquidation, and being personally responsible for the bankruptcy of the company or enterprise, less than 3 years have elapsed since the date of completion of the bankruptcy liquidation of the company or enterprise;
(4) Serving as the legal representative of a company or enterprise that has had its business license revoked or ordered to close due to illegal activities, and bearing personal responsibility, and it has not been more than 3 years since the company or enterprise was revoked of its business license or ordered to close;
(5) An individual is listed as a dishonest person subject to execution by the people's court because of a relatively large amount of debt that has not been paid off when due;
(6) Being banned from the securities market by the China Securities Regulatory Commission and the time limit has not expired;
(7) Being publicly determined by the stock exchange to be unfit to serve as a director or senior manager of a listed company, etc., and the time limit has not expired;
(8) Other contents stipulated in laws, administrative regulations or departmental rules.
If a director is elected or appointed in violation of the provisions of this article, the election, appointment or appointment shall be invalid. If a director encounters the circumstances described in this article during his term of office, the company will remove him from office and stop him from performing his duties.
Article 100 Directors (excluding employee representative directors) shall be elected or replaced by the shareholders' meeting, and may be dismissed by the shareholders' meeting before the expiration of their term. Directors have a three-year term and may be re-elected upon expiration of their term.
Employee representative directors are democratically elected by the company's employees through employee congresses, workers' conferences or other forms, and do not need to be submitted to the shareholders' meeting for review.
The term of office of a director shall be calculated from the date of taking office until the expiration of the term of the current board of directors. If a director's term of office expires and is not re-elected in time, until the re-elected director takes office, the original director shall still perform his duties as a director in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association.
The shareholders' meeting may resolve to dismiss directors (excluding employee representative directors), and the dismissal will take effect on the date the resolution is made. If a director is dismissed before the expiration of his term without justifiable reasons, the director (excluding employee representative directors) may request compensation from the company.
Directors may concurrently serve as senior managers, but the total number of directors who concurrently serve as senior managers and directors who are employee representatives shall not exceed 1/2 of the total number of directors of the company.
Article 101 Directors shall abide by laws, administrative regulations and these Articles of Association, and have a duty of loyalty to the company.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
To fulfill their duties, measures should be taken to avoid conflicts between their own interests and those of the company, and they should not use their powers to seek improper benefits. Directors have the following duties of loyalty to the company:
(1) Not to misappropriate company property or misappropriate company funds;
(2) Company funds shall not be stored in accounts opened in his or her own name or in the names of other individuals;
(3) No bribery or other illegal income may be taken advantage of;
(4) Without reporting to the board of directors or the shareholders' meeting, and passing the resolution of the board of directors or the shareholders' meeting in accordance with the provisions of these Articles, no contract or transaction may be made directly or indirectly with the company;
(5) No one shall take advantage of his or her position to seek business opportunities belonging to the company for himself or others, unless the report is reported to the board of directors or the shareholders' meeting and passed by the shareholders' meeting, or the company is unable to take advantage of the business opportunities in accordance with laws, administrative regulations or the provisions of these articles of association;
(6) Without reporting to the board of directors or the shareholders' meeting and passing the resolution of the shareholders' meeting, no business of the same type as that of the company may be operated for oneself or for others;
(7) You shall not accept commissions from other people’s transactions with the company and keep them as your own;
(8) Company secrets shall not be disclosed without authorization;
(9) Shall not use its affiliated relationships to harm the interests of the company;
(10) Other loyalty obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
The income earned by directors in violation of the provisions of this article shall belong to the company; if they cause losses to the company, they shall bear liability for compensation.
The provisions of Item (4) of Paragraph 2 of this Article shall apply when close relatives of directors and senior managers, enterprises directly or indirectly controlled by directors, senior managers or their close relatives, and related persons who have other related relationships with directors and senior managers, enter into contracts or conduct transactions with the company.
Article 102 Directors shall abide by laws, administrative regulations and these Articles of Association, have a duty of diligence to the company, and perform their duties in the best interests of the company with the reasonable care normally due to managers.
Directors have the following diligence obligations towards the company:
(1) The rights granted by the company should be exercised prudently, conscientiously and diligently to ensure that the company’s commercial activities comply with the requirements of national laws, administrative regulations and various national economic policies, and that commercial activities do not exceed the business scope stipulated in the business license;
(2) All shareholders should be treated fairly;
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(3) Keep abreast of the company’s business operations and management status;
(4) Written confirmation opinions should be signed on the company’s periodic reports. Ensure that the information disclosed by the company is true, accurate and complete;
(5) Relevant information and information shall be truthfully provided to the Audit Committee and shall not hinder the Audit Committee from exercising its powers;
(6) Other diligence obligations stipulated in laws, administrative regulations, departmental rules and this Articles of Association.
Article 103 If a director fails to attend two consecutive board meetings in person or entrusts other directors to attend board meetings, he shall be deemed to be unable to perform his duties, and the board of directors shall recommend his removal to the shareholders' meeting.
Article 104 Directors may resign before the expiration of their term of office. Directors who resign should submit a written resignation report to the board of directors. The resignation will take effect from the date the company receives the resignation report. The company will disclose the relevant situation within 2 trading days.
If the number of directors on the company's board of directors falls below the statutory minimum due to the resignation of a director, the original director shall still perform his duties as a director in accordance with laws, administrative regulations, departmental rules and these Articles of Association until the newly elected director takes office.
Article 105 The company shall establish a director resignation management system and clarify the safeguard measures for accountability and compensation for unfulfilled public commitments and other unfulfilled matters. When a director's resignation takes effect or his term expires, he must complete all transfer procedures to the board of directors. His duty of loyalty to the company and shareholders will not be automatically lifted after the end of his term, and will remain valid for six months after the end of his term. The responsibilities that a director shall bear due to the performance of his duties during his term of office shall not be relieved or terminated upon resignation.
His or her obligation to keep confidential information such as the company's trade secrets and technical secrets remains valid after the end of his or her term of office until such secrets become public information. The duration of other obligations shall be determined based on the principle of fairness, depending on the length of time between the occurrence of the event and departure, the reason for departure, and the circumstances and conditions under which the relationship with the company ends.
Article 106 The shareholders' meeting may resolve to dismiss a director, and the dismissal shall take effect on the date the resolution is made.
If a director is dismissed before the expiration of his term without justifiable reasons, the director may request the company to compensate him.
Article 107 No director may act on behalf of the company or the board of directors in his or her own name without the provisions of these Articles of Association or the legal authorization of the board of directors. When a director acts in his own name, if a third party would reasonably believe that the director is acting on behalf of the company or the board of directors, the director shall state his position and identity in advance.
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Article 108 If a director violates laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing his duties and causes losses to the company, he shall be liable for compensation.
If a director causes damage to others while performing his duties, the company shall be liable for compensation; if the director commits intentional or gross negligence, he shall also be liable for compensation.
Section 2 Board of Directors
Article 109 The company shall have a board of directors, which shall consist of 7 directors. There is one chairman and three independent directors. The chairman of the board of directors is elected by a majority of all directors.
In addition, when the company has more than 300 employees, the board of directors should include one employee representative director. Employee representatives on the board of directors are democratically elected by the company's employees through employee congresses, workers' conferences or other forms, and do not need to be submitted to the shareholders' meeting for review.
Article 110 The board of directors shall exercise the following powers:
(1) Convene a shareholders’ meeting and report work to the shareholders’ meeting;
(2) Implement the resolutions of the shareholders’ meeting;
(3) Determine the company’s business plan and investment plan;
(4) Formulate the company’s profit distribution plan and loss compensation plan;
(5) Formulate plans for the company to increase or reduce its registered capital and issue corporate bonds;
(6) Formulate plans for company merger, division, dissolution or change of company form;
(7) Decide on the establishment of the company’s internal management organization;
(8) Decide on the appointment or dismissal of the company manager and his remuneration matters, and decide on the appointment or dismissal of the company's deputy manager, financial director and their remuneration matters based on the manager's nomination;
(9) Formulate the company’s basic management system;
(10) Formulate a plan to amend this Articles of Association;
(11) Management company information disclosure matters;
(12) Propose to the shareholders’ meeting to hire or change the accounting firm to audit the company;
(13) Listen to the work report of the general manager of the company and inspect the work of the general manager;
(14) Decide on the establishment of special committees of the board of directors and the appointment and removal of the leaders of special committees;
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(15) In addition to matters stipulated in the Company Law and the company's articles of association to be resolved by the shareholders' meeting, decide on other major affairs and administrative affairs of the company, and sign other important agreements;
(16) Other powers granted by laws, administrative regulations, departmental rules or this charter.
Matters beyond the scope of authorization of the shareholders' meeting shall be submitted to the shareholders' meeting for review.
Article 111 The company's board of directors shall explain to the shareholders' meeting the non-standard audit opinions issued by certified public accountants on the company's financial report.
Article 112 The Board of Directors formulates the rules of procedure of the Board of Directors to ensure that the Board of Directors implements the resolutions of the shareholders' meeting, improves work efficiency, and ensures scientific decision-making. The rules of procedure for the board of directors are attached to the articles of association and are drawn up by the board of directors and approved by the shareholders' meeting.
Article 113 The board of directors shall determine the authority over external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, and related transactions, and establish strict review and decision-making procedures; major investment projects shall organize relevant experts and professionals to conduct reviews and submit them to the shareholders' meeting for approval.
(1) For the following transactions of the company: purchase or sale of assets; external investment (including entrusted financial management, investment in subsidiaries, etc., except the establishment or capital increase of wholly-owned subsidiaries); provision of financial assistance (including entrusted loans); provision of guarantees (referring to guarantees provided by the company for others, including guarantees for controlled subsidiaries); leasing or leasing out Assets; signing management contracts (including entrusted operations, entrusted operations, etc.); donating or receiving assets; reorganizing creditor's rights or debts; transferring research and development projects; signing license agreements; waiving rights (including waiving preemptive rights, preemptive subscription rights, etc.) and other transaction review decisions identified by the Shenzhen Stock Exchange as follows:
- If the above-mentioned transactions of the company meet one of the following standards (if the data involved in the calculation of the following indicators is negative, the absolute value shall be used for calculation), it shall be submitted to the board of directors for review:
(1) The total assets involved in the transaction account for more than 10% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;
(2) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 10 million yuan;
(3) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 10% of the company’s audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan;
(4) The transaction amount (including liabilities and expenses assumed) accounts for the company’s latest audited net assets
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
More than 10% of the amount, and the absolute amount exceeds 10 million yuan;
(5) The profit generated from the transaction accounts for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 1 million yuan.
If the company's transactions do not meet the above standards, the board of directors may authorize the company's management to make decisions by formulating general manager's work rules, foreign investment management measures and other documents.
- If the above-mentioned transactions of the company meet one of the following standards (if the data involved in the calculation of the following indicators is negative, the absolute value shall be used for calculation), in addition to being reviewed and approved by the board of directors, it must also be submitted to the shareholders' meeting for review and approval:
(1) The total assets involved in the transaction account for more than 50% of the company's latest audited total assets. If the total assets involved in the transaction have both book value and appraisal value, the higher one will be used as the calculation data;
(2) The operating income related to the transaction target (such as equity) in the most recent fiscal year accounts for more than 50% of the company’s audited operating income in the most recent fiscal year, and the absolute amount exceeds 50 million yuan;
(3) The net profit related to the transaction object (such as equity) in the most recent fiscal year accounts for more than 50% of the company’s audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan;
(4) The transaction amount (including liabilities and expenses) accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
(5) The profit generated from the transaction accounts for more than 50% of the company's audited net profit in the most recent fiscal year, and the absolute amount exceeds 5 million yuan.
(2) External guarantees and investments
The company's external guarantees, financial assistance, entrusted financial management, entrusted loans, and venture investments must be approved by the board of directors before implementation; if the external guarantees specified in Article 47 of the Articles of Association exceed the authority of the board of directors, they must be submitted to the company's shareholders' meeting for review and approval after being reviewed and approved by the board of directors.
If a financial assistance matter falls under any of the following circumstances, it shall be submitted to the shareholders' meeting for review after being approved by the board of directors: the most recent audited asset-liability ratio of the funded object exceeds 70%; the amount of a single financial assistance or the cumulative amount of financial assistance provided within twelve consecutive months exceeds 10% of the company's most recent audited net assets; other circumstances stipulated by the exchange or these articles of association. Funding objects are controlled subsidiaries within the scope of the company's consolidated statements and with a shareholding ratio of more than 50%, and are exempt from the application of this regulation.
When a company invests in stocks and their derivatives, funds, and futures, regardless of the amount, they should
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After being reviewed and approved by the board of directors, it will be submitted to the shareholders' meeting for review, and the approval of more than two-thirds of all directors and more than two-thirds of independent directors must be obtained.
If a company makes venture investments exceeding RMB 50 million, other than investments in stocks and their derivatives, funds, and futures, they shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors. The above amount is based on the total amount of all types of venture capital investment as the calculation standard, and is calculated based on the accumulated amount for twelve consecutive months.
If a company participates in the investment and establishment of industrial investment funds, venture capital companies, small loan companies, commercial banks, guarantee companies, futures companies, fund management companies and trust companies, if the investment amount is more than RMB 100 million and accounts for more than 5% of the company's latest audited net assets, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors.
(3) If the company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's latest audited total assets, the provisions of Article 77 of these Articles shall apply. When a company engages in a "purchase or sale of assets" transaction as stipulated in the preceding paragraph, the higher of total assets and transaction amount shall be used as the calculation standard, and shall be calculated cumulatively within twelve consecutive months according to the type of transaction.
If relevant obligations have been fulfilled in accordance with the provisions of the preceding paragraph, they will no longer be included in the relevant cumulative calculation scope.
(4) Permissions for related-party transactions
- In addition to related transactions that should be reviewed by the shareholders' meeting, related transactions between the company and related persons (except for guarantees provided by the company) that meet the following standards should be approved by the independent directors and submitted to the board of directors for review: (1) Related transactions between the company and related natural persons with an amount of more than RMB 300,000;
(2) The transaction amount between the company and related legal persons exceeds RMB 3 million and accounts for more than 0.5% of the absolute value of the company’s latest audited net assets.
Before making a judgment, independent directors may hire an intermediary agency to issue an independent financial advisory report as the basis for their judgment. The board of directors may also organize experts and professionals to conduct reviews. Related transactions that do not meet the above standards shall be decided by the general manager of the company authorized by the board of directors.
- If the related transactions between the company and related parties meet the following standards, they shall be submitted to the shareholders' meeting for review:
(1) Related transactions between the company and related parties (except for the company receiving cash assets and accepting guarantees), if the transaction amount is more than RMB 30 million and accounts for more than 5% of the absolute value of the company's latest audited net assets, it must be reviewed and approved by the board of directors and then submitted to the shareholders' meeting for review.
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It can be implemented only after approval.
(2) If the company provides guarantees to related parties, regardless of the amount, it shall be submitted to the shareholders' meeting for review after being reviewed and approved by the board of directors.
Transactions carried out by the company with the same related party within a fiscal year or transactions related to the same transaction subject with different related parties shall be calculated based on the cumulative amount during this period.
If the China Securities Regulatory Commission and the Shenzhen Stock Exchange have special provisions on the approval authority for the aforementioned matters, the regulations of the China Securities Regulatory Commission and the Shenzhen Stock Exchange shall apply.
When the company's board of directors deliberates on related transactions, related directors shall abstain from voting and shall not exercise voting rights on behalf of other directors; when the shareholders' meeting considers related transactions, related shareholders shall abstain from voting.
Article 114 The chairman of the board of directors shall exercise the following powers:
(1) Preside over shareholders’ meetings and convene and preside over board meetings;
(2) Supervise and inspect the implementation of board resolutions;
(3) Organize and formulate various systems for the operation of the board of directors and coordinate the operation of the board of directors;
(4) Sign important legally binding documents on behalf of the company;
(5) Propose a list of recommendations for the secretary of the board of directors;
(6) Listen to regular or irregular work reports from senior managers and provide guiding opinions on the implementation of board resolutions;
(7) In the event of force majeure or a major crisis and emergency situations where the board of directors cannot be convened in time, exercise special power to handle the company's affairs in compliance with legal provisions and the company's interests, and report to the company's board of directors and shareholders' meeting afterwards;
(8) Exercising the powers of the legal representative;
(9) Other powers granted by the board of directors.
Article 115 If the chairman of the company is unable or fails to perform his duties, more than half of the directors shall jointly elect a director to perform his duties.
Article 116 The board of directors shall hold at least two meetings every year, convened by the chairman of the board of directors, and all directors shall be notified in writing 10 days before the meeting.
Article 117 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the audit committee, more than half of the independent directors, or the general manager may propose to convene an extraordinary meeting of the board of directors (if any).
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The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the proposal.
Article 118 The board of directors shall notify the extraordinary board of directors meeting by: personal delivery, email or fax, etc. The notification time limit shall be: 5 days before the meeting. However, if the situation is urgent and it is necessary to convene an extraordinary meeting of the board of directors as soon as possible, it is not subject to the aforementioned notification method and notification period, and can be convened at any time, but the host or convener of the meeting should make an explanation at the meeting.
Article 119 The notice of board meeting shall include the following contents:
(1) Meeting date and location;
(2) Meeting period;
(3) Reasons and issues;
(4) Date of issuance of notice.
Article 120 A board meeting can only be held if more than half of the directors are present. Resolutions made by the board of directors must be approved by more than half of all directors. However, matters involving external guarantees must be approved by more than two-thirds of all directors, and directors who are related to the guarantee matters should abstain from voting.
The voting on resolutions of the board of directors shall be based on one person, one vote.
Article 121 If a director is related to an enterprise involved in the resolution of the board of directors meeting, the director shall report to the board of directors in writing in a timely manner. Directors with related relationships may not exercise voting rights on this resolution, nor may they exercise voting rights on behalf of other directors. The board meeting can be held if more than half of the unrelated directors are present, and resolutions made at the board meeting must be passed by more than half of the unrelated directors. If the number of unrelated directors present at the board of directors is less than 3, the matter shall be submitted to the shareholders' meeting for review.
Article 122 The voting method for resolutions of the board of directors is: registered vote.
On the premise of ensuring that directors can fully express their opinions, extraordinary meetings of the board of directors can be held and resolutions can be made through video, telephone, fax or email voting. Board meetings can also be held in person and simultaneously with other methods. Board resolutions must be signed by participating directors.
Article 123 Board meetings shall be attended by the director in person. If a director is unable to attend for any reason, he may authorize another director in writing to attend on his behalf. The letter of authorization shall state the name of the agent, matters of agency, scope of authorization and validity period, and shall be signed or sealed by the principal. Directors attending meetings on their behalf shall exercise their rights within the scope of authorization. When reviewing related party transactions, non-related directors shall not entrust related directors to attend the meeting on their behalf. If a director fails to attend a board meeting or entrust a representative to attend, he shall be deemed to have given up his participation in the meeting.
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voting rights.
Directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations, the company's articles of association or the resolution of the shareholders' meeting, causing serious losses to the company, the director who participated in the resolution shall be liable to the company; if it is proven that he expressed his dissent during the voting and recorded it in the meeting minutes, the director may be exempted from liability.
Article 124 The board of directors shall make minutes of its decisions on the matters discussed at the meeting, and the directors attending the meeting shall sign on the minutes.
The minutes of board of directors meetings shall be saved as company files for a period of 10 years.
Article 125 The minutes of board meetings shall include the following contents:
(1) The date, place and name of the convener of the meeting;
(2) The names of directors present and the names of directors (agents) entrusted by others to attend the board of directors;
(3) Meeting agenda;
(4) Key points of the director’s speech;
(5) The voting method and results of each resolution matter (the voting results should indicate the number of votes in favor, against or abstention).
Section 3 Independent Directors
Article 126 Independent directors shall conscientiously perform their duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and these Articles of Association, play a role in decision-making, supervision and balance, and professional consulting in the board of directors, safeguard the overall interests of the company, and protect the legitimate rights and interests of small and medium-sized shareholders.
Article 127 Independent directors must maintain independence. The following persons are not allowed to serve as independent directors:
(1) Personnel working in the company or its affiliated enterprises and their spouses, parents, children, and major social relations;
(2) Directly or indirectly hold more than 1% of the company’s issued shares or are natural person shareholders and their spouses, parents, and children among the top ten shareholders of the company;
(3) Shareholders who directly or indirectly hold more than 5% of the company’s issued shares or persons who hold positions among the top five shareholders of the company and their spouses, parents, and children;
(4) Personnel working in affiliated enterprises of the company’s controlling shareholder or actual controller and their spouses, parents, and children;
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(5) Persons who have major business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or persons who work in units with major business dealings and their controlling shareholders or actual controllers;
(6) Personnel who provide financial, legal, consulting, sponsorship and other services to the company and its controlling shareholders, actual controllers or their respective affiliated enterprises, including but not limited to all members of the project team of the intermediary agency providing services, reviewers at all levels, persons who signed the report, partners, directors, senior managers and principal persons in charge;
(7) Persons who have had the circumstances listed in items 1 to 6 in the past twelve months;
(8) Other personnel who are not independent as stipulated in laws, administrative regulations, the China Securities Regulatory Commission and these Articles of Association.
The subsidiaries of the company's controlling shareholders and actual controllers in items 4 to 6 of the preceding paragraph do not include enterprises controlled by the same state-owned asset management institution as the company and which are not affiliated with the company in accordance with relevant regulations.
Independent directors should conduct self-examinations on their independence every year and submit the self-examination results to the board of directors. The board of directors should evaluate the independence of serving independent directors every year and issue special opinions.
Article 128 To serve as an independent director of a company, one must meet the following conditions:
(1) Qualified to serve as a director of a listed company in accordance with laws, administrative regulations and other relevant provisions;
(2) Meet the independence requirements stipulated in this Articles of Association;
(3) Have basic knowledge of the operation of listed companies and be familiar with relevant laws, regulations and rules;
(4) Have more than five years of legal, accounting or economic work experience necessary to perform the duties of an independent director;
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated by laws, administrative regulations, the China Securities Regulatory Commission and these Articles of Association.
Article 129 As a member of the board of directors, independent directors have a duty of loyalty and diligence to the company and all shareholders, and prudently perform the following duties:
(1) Participate in the decision-making of the board of directors and express clear opinions on the matters discussed;
(2) Supervise potential major conflicts of interest between the company and its controlling shareholders, actual controllers, directors, and senior managers, and protect the legitimate rights and interests of small and medium-sized shareholders;
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(3) Provide professional and objective suggestions on the company’s business development and promote the improvement of the board’s decision-making level;
(4) Other duties stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 130 Independent directors shall exercise the following special powers:
(1) Independently hire intermediaries to audit, consult or verify specific matters of the company;
(2) Propose to the board of directors to convene an extraordinary shareholders’ meeting;
(3) Proposing to convene a board meeting;
(4) Publicly solicit shareholder rights from shareholders in accordance with the law;
(5) Express independent opinions on matters that may damage the rights and interests of the company or small and medium-sized shareholders;
(6) Other powers stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
The exercise of the powers listed in items 1 to 3 of the preceding paragraph by independent directors shall be subject to the consent of more than half of all independent directors.
If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it to shareholders. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons to shareholders.
Article 131 The following matters shall be submitted to the board of directors for review after being approved by more than half of all independent directors of the company:
(1) Related transactions that should be disclosed;
(2) Plans for the company and relevant parties to change or waive their commitments;
(3) The decisions made and measures taken by the board of directors of the acquired company regarding the acquisition;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 132 The company shall establish a special meeting mechanism attended by all independent directors. The board of directors' review of related transactions and other matters shall be approved in advance by a special meeting of independent directors.
The company holds special meetings of independent directors regularly or irregularly. Paragraph 1 of Article 130 of this Charter
Matters listed in Items (1) to (3) and Article 131 shall be reviewed by special meetings of independent directors.
Special meetings of independent directors can study and discuss other matters of the company as needed.
Special meetings of independent directors shall be convened and presided over by an independent director jointly elected by more than half of the independent directors; when the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative on their own
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host.
Minutes of special meetings of independent directors shall be made in accordance with regulations, and the opinions of independent directors shall be stated in the minutes. Independent directors should sign and confirm the meeting minutes.
The company provides convenience and support for the convening of special meetings of independent directors.
Section 4 Special Committees of the Board of Directors
Article 133 The company's board of directors shall set up an audit committee to exercise the powers of the board of supervisors as stipulated in the Company Law.
Article 134 The Audit Committee shall consist of three directors who are not senior managers of the company, including two independent directors, and the accounting professionals among the independent directors shall serve as the convener.
Article 135 The Audit Committee is responsible for reviewing the company’s financial information and its disclosure, supervising and evaluating internal and external audit work and internal control. The following matters shall be submitted to the Board of Directors for review after being approved by more than half of all members of the Audit Committee:
(1) Disclose financial information and internal control evaluation reports in financial accounting reports;
(2) Appoint or dismiss the accounting firm that handles the company’s audit business;
(3) Appoint or dismiss the company’s financial director;
(4) Changes in accounting policies, accounting estimates or correction of major accounting errors due to reasons other than changes in accounting standards;
(5) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
Article 136 The Audit Committee shall hold at least one meeting every quarter. Extraordinary meetings may be convened upon the proposal of two or more members, or when the convener deems it necessary. Meetings of the Audit Committee of the Board of Directors must be attended by more than two-thirds of the members.
Resolutions made by the Audit Committee must be approved by more than half of the members of the Audit Committee.
The voting on resolutions of the Audit Committee shall be one person, one vote.
The audit committee shall produce meeting minutes in accordance with regulations when making resolutions, and the members of the audit committee who attended the meeting shall sign on the meeting minutes.
The working procedures of the Audit Committee are formulated by the Board of Directors.
Article 137 The company’s board of directors shall establish special committees on strategy, nomination, remuneration and assessment. Specialized
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The department committee is responsible to the Board of Directors and performs its duties in accordance with this Articles of Association and the authorization of the Board of Directors. Proposals shall be submitted to the Board of Directors for review and decision. The members of each special committee are all composed of directors. The specific composition and qualification requirements refer to laws, administrative regulations, and departmental rules. The board of directors is responsible for formulating the rules of procedure of special committees and regulating the operations of special committees.
The nomination committee and the remuneration and assessment committee should have a majority of independent directors, and the independent directors should serve as the convener. However, if the relevant competent authorities of the State Council have other provisions on the convener of the special committee, such provisions shall prevail.
Article 138 The Nomination Committee is responsible for formulating the selection criteria and procedures for directors and senior managers, selecting and reviewing candidates for directors and senior managers and their qualifications, and making recommendations to the board of directors on the following matters:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
If the board of directors fails to adopt the recommendations of the nomination committee or does not fully adopt them, it shall record the opinions of the nomination committee and the specific reasons for failure to adopt them in the board resolution and disclose them.
Article 139 The Remuneration and Appraisal Committee is responsible for formulating and conducting assessment standards for directors and senior managers, formulating and reviewing remuneration policies and plans such as the remuneration determination mechanism, decision-making process, payment and stop-payment recourse arrangements for directors and senior managers, and making recommendations to the board of directors on the following matters:
(1) Remuneration of directors and senior managers;
(2) Formulating or changing equity incentive plans and employee stock ownership plans, and achievements in granting benefits to incentive targets and conditions for exercising their rights;
(3) Directors and senior managers arrange shareholding plans for the subsidiaries to be spun off;
(4) Other matters stipulated in laws, administrative regulations, provisions of the China Securities Regulatory Commission and these Articles of Association.
If the board of directors fails to adopt or fully adopts the recommendations of the Remuneration and Appraisal Committee, it shall record the opinions of the Remuneration and Appraisal Committee and the specific reasons for failure to adopt them in the resolution of the board of directors and disclose them.
Chapter 6 General Manager and Other Senior Management Personnel
Article 140 The company shall have a general manager who shall be appointed or dismissed by the board of directors.
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There are a number of deputy general managers according to the company's management needs. The company's deputy general managers are appointed or dismissed by the board of directors. The general manager, deputy general manager, financial controller and secretary of the board of directors are the senior management personnel of the company.
Article 141 The prohibition against serving as directors in Article 99 of the Articles of Association shall also apply to the company’s senior managers.
The provisions of Article 101 of the Articles of Association regarding directors’ duty of loyalty and Article 102 regarding directors’ duty of diligence shall also apply to the company’s senior managers.
Article 142 Persons who hold other administrative positions other than directors and supervisors in the company's controlling shareholder units shall not serve as senior managers of the company. The company's senior managers only receive their salaries from the company and are not paid by the controlling shareholder.
Article 143 The term of office of the general manager is three years, and the general manager can be re-elected.
Article 144 The general manager shall be responsible to the board of directors and shall exercise the following powers:
(1) Preside over the company’s production, operation and management work, organize the implementation of board resolutions, and report work to the board of directors;
(2) Organize and implement the company’s annual business plan and investment plan;
(3) Formulate plans for the restructuring, division, reorganization, and dissolution of the company’s wholly-owned subsidiaries and holding subsidiaries;
(4) Formulate a plan for the establishment of the company’s internal management organization;
(5) Formulate a plan for the establishment of the company’s branch offices;
(6) Formulate the company’s basic management system;
(7) Formulate specific regulations of the company;
(8) Request the board of directors to appoint or dismiss the company’s deputy general manager and financial officer;
(9) Decide to appoint or dismiss responsible management personnel other than those who shall be appointed or dismissed by the board of directors;
(10) Decide on the company’s investment, financing, contracts, transactions and other matters within the scope of authorization of the board of directors;
(11) Other powers granted by this Articles of Association or the Board of Directors.
The general manager attends board meetings.
Article 145 The general manager shall formulate general manager work rules and submit them to the board of directors for approval before implementation.
Article 146 The general manager’s working rules include the following contents:
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(1) The conditions, procedures and participants for the general manager meeting;
(2) The specific responsibilities and division of labor of the general manager and other senior managers;
(3) The use of company funds and assets, the authority to sign major contracts, and the reporting system to the board of directors;
(4) Other matters deemed necessary by the board of directors.
Article 147 The general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager shall be stipulated in the labor contract between the general manager and the company.
Article 148 The deputy general manager shall be nominated by the general manager and appointed by the board of directors. The deputy general manager shall assist the general manager in carrying out his work and may exercise part of the general manager's powers upon entrustment by the general manager.
Article 149 The company shall have a secretary to the board of directors, who shall be responsible for the preparation of the company’s shareholders’ and board of directors’ meetings, the storage of documents, the management of the company’s shareholder information, and the handling of information disclosure matters.
The secretary of the board of directors shall abide by the relevant provisions of laws, administrative regulations, department rules and these articles of association.
Article 150 If a senior manager performs his duties in the company and causes damage to others, the company will be liable for compensation; if a senior manager commits intentional or gross negligence, he shall also be liable for compensation. Senior managers who violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties and cause losses to the company shall bear liability for compensation.
Article 151 The senior managers of the company shall faithfully perform their duties and safeguard the best interests of the company and all shareholders.
If a company's senior managers fail to faithfully perform their duties or violate their fiduciary obligations, thereby causing damage to the interests of the company and public shareholders, they shall bear liability for compensation in accordance with the law.
Chapter 7 Financial Accounting System, Profit Distribution and Auditing
Section 1 Financial Accounting System
Article 152 The company shall formulate its financial accounting system in accordance with laws, administrative regulations and the provisions of relevant state departments.
Article 153 The company shall report to the China Securities Regulatory Commission and
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Stock exchanges shall submit annual financial accounting reports, semi-annual financial accounting reports to the CSRC offices and stock exchanges within 2 months from the end of the first 6 months of each fiscal year, and quarterly financial accounting reports to the CSRC offices and stock exchanges within 1 month from the end of the first 3 months and 9 months of each fiscal year.
The above-mentioned financial accounting reports are prepared in accordance with relevant laws, administrative regulations and departmental rules.
Article 154 The company shall not maintain separate accounting books other than the statutory accounting books. The company's funds are not stored in accounts opened in any individual's name.
Article 155 When a company distributes its after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, no further withdrawals can be made.
If the company's statutory reserve fund is insufficient to make up for losses in previous years, it shall first use the current year's profits to make up for the losses before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the discretionary public reserve fund from the after-tax profits upon resolution of the shareholders' meeting.
The company shall not distribute profits to shareholders before making up for the company's losses and withdrawing statutory reserve funds. The remaining after-tax profits after the company has made up for its losses and withdrawn the reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the Articles of Association stipulate that distribution is not based on the proportion of shareholdings.
If the shareholders' meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and withdraws statutory reserve funds, the shareholders must return the profits distributed in violation of the regulations to the company. If losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear liability for compensation.
The company's shares held by the company will not participate in the distribution of profits.
Article 156 The company's public reserve shall be used to make up for the company's losses, expand the company's production and operations, or increase the company's capital.
To make up for the company's losses from the provident fund, the discretionary provident fund and statutory provident fund should be used first; if it still cannot be made up, the capital reserve fund can be used in accordance with regulations.
When the shareholders' meeting resolves to convert the reserve fund into share capital, new shares will be distributed in proportion to the shareholders' original shares. When the statutory reserve fund is converted to increase the registered capital, the remaining reserve fund shall not be less than 25% of the company's registered capital before the conversion.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Article 157 After the company's shareholders make a resolution on the profit distribution plan, or after the company's board of directors formulates a specific plan based on the next year's interim dividend conditions and upper limit reviewed and approved by the annual shareholders' meeting, the distribution of dividends (or shares) must be completed within 2 months.
Article 158 The company’s profit distribution policy is:
(1) Principles of company profit distribution
The company will implement a sustained and stable profit distribution policy, focusing on reasonable investment returns for investors and taking into account the company's sustainable development. The company needs to formulate a profit distribution plan based on specific circumstances, fully considering the current profit scale, cash flow status, development stage and current capital needs.
(2) The form and time interval of the company’s profit distribution
Companies can distribute profits in cash, stocks, or a combination of cash and stocks. Profit distribution shall not exceed the scope of accumulated distributable profits and shall not damage the company's ability to continue operating.
Cash dividends have priority over stock dividends in the profit distribution method. If the conditions for cash dividends are met, the company should use cash dividends to distribute profits.
In principle, the company distributes profits once every fiscal year. If necessary, it may also distribute mid-term cash dividends or issue stock dividends based on profitability and capital needs.
(3) Specific conditions and proportions for the company to distribute cash dividends
The company's implementation of cash dividends must meet the following conditions at the same time: the company's distributable profits for the year (i.e., the after-tax profits remaining after the company makes up for losses and withdraws provident funds) are positive; the audit institution issues a standard unqualified audit report on the company's financial report for that year; the company's capital needs for normal production and operations are met, and no major investment plans or major cash expenditures occur (except for raised capital projects).
In addition to implementing a differentiated cash dividend policy in accordance with the provisions of (4) below, when the company's distributable profits are positive, the profits distributed by the company in the form of cash each year shall not be less than 10% of the distributable profits realized in that year, or the cumulative profits distributed in the form of cash in the last three years shall not be less than 30% of the average annual distributable profits realized in the last three years.
(4) The company’s differentiated cash dividend policy
The company's board of directors should comprehensively consider factors such as the characteristics of the industry, development stage, own business model, profitability level, and whether there are major capital expenditure arrangements, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association:
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
If the company is in a mature stage of development and has no major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 80%;
If the company is in a mature stage of development and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 40%;
If the company is in the growth stage and has major capital expenditure arrangements, when distributing profits, the proportion of cash dividends in this profit distribution should be at least 20%;
If the company's development stage is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph. The company's dividend distribution shall not exceed the range of accumulated distributable profits. Relevant proposals must be reviewed by the company's board of directors and then submitted to the company's shareholders' meeting for approval.
If the company makes a profit that year and the board of directors does not propose a cash profit distribution plan, it should explain in detail the reasons for not distributing dividends and the use of funds not used for dividends retained by the company in the board of directors' resolution announcement and periodic reports. Independent directors should express independent opinions on this; the company should also disclose the implementation of the cash dividend policy in periodic reports.
The aforementioned "significant capital arrangements" refer to the company's planned cumulative expenditures on external investments, asset acquisitions or fixed asset investments in the next twelve months reaching or exceeding 20% of the company's most recent audited net assets.
(5) Decision-making procedures and mechanisms for the company’s profit distribution plan
After the end of each fiscal year of the company, the company's board of directors will formulate and review a specific annual profit distribution plan and submit it to the shareholders' meeting for approval. The company's board of directors will combine specific operating data, fully consider the company's profit scale, cash flow status, development stage and current capital needs, and formulate a dividend plan based on the opinions of shareholders (especially small and medium-sized shareholders), independent directors and external supervisors (if any).
The profit distribution plan is formulated by the company's board of directors. The company's board of directors should put forward a feasible profit distribution proposal based on the company's financial operating conditions. The profit distribution plan must be approved by more than half of all directors of the board of directors and decide to form a profit distribution plan. The board of directors should carefully study and demonstrate the timing, conditions and minimum ratio of the company's cash dividends, the conditions for adjustment and the requirements for decision-making procedures, etc. If independent directors believe that the specific cash dividend plan may damage the rights and interests of the listed company or small and medium-sized shareholders, they have the right to express independent opinions. If the board of directors fails to adopt the opinions of independent directors or does not fully adopt them, it shall record the opinions of independent directors and the specific reasons for not adopting them in the board resolution.
The audit committee should pay attention to the board of directors' implementation of the cash dividend policy and shareholder return plan, as well as whether it has implemented corresponding decision-making procedures and information disclosure. The audit committee found that the board of directors failed to strictly implement cash
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
If the dividend policy and shareholder return plan, the corresponding decision-making procedures are not strictly implemented, or the corresponding information disclosure is true, accurate and complete, they should be urged to make timely corrections.
After the profit distribution plan has gone through the above procedures, the board of directors shall propose a shareholders' meeting and submit it to the shareholders' meeting for approval; the profit distribution policy shall be approved by more than two-thirds of the voting rights held by shareholders (including shareholders' agents) present at the shareholders' meeting. At the same time, according to this proposal, the company must provide Internet or other means to facilitate small and medium-sized shareholders to participate in the shareholders' meeting in accordance with the relevant regulations of the stock exchange. When the shareholders' meeting reviews the specific cash dividend plan, they should actively communicate with shareholders, especially small and medium-sized shareholders, through multiple channels (telephone, fax, email, investor relations interactive platform, etc.), fully listen to the opinions and demands of small and medium-sized shareholders, and promptly respond to issues of concern to small and medium-sized shareholders.
(6) Procedures for adjusting profit distribution policy
The company's profit distribution policy must not be adjusted at will to reduce the level of returns to shareholders. If the company's profit distribution policy needs to be adjusted because national laws, regulations and securities regulatory authorities have promulgated new regulations on the company's profit distribution policy, or the company's external operating environment or its own operating conditions have undergone major changes, the dividend policy must be adjusted based on the protection of shareholders' rights and interests, with detailed demonstrations and explanations of the reasons, and the decision-making procedures must be strictly implemented.
If the company's profit distribution policy needs to be changed, the board of directors shall draft a change plan, which shall be submitted to the audit committee and the board of directors for review after approval by more than half of the independent directors. After review and approval by the audit committee and the board of directors, it shall be submitted to the shareholders' meeting for review and approval. The adjusted profit distribution policy shall not violate the relevant provisions of relevant laws, regulations and normative documents.
When the shareholders' meeting considers matters related to adjusting the profit distribution policy, the company shall provide convenience for small and medium-sized shareholders to participate in the shareholders' meeting, and the matter shall be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.
After the end of each fiscal year of the company, the board of directors will propose a dividend proposal, which will be reviewed and approved by the shareholders' meeting. The company accepts the suggestions and supervision of the company's dividends from all shareholders.
Section 2 Internal Audit
Article 159 The company shall implement an internal audit system and clarify the leadership structure, responsibilities and authorities, staffing, funding guarantee, application of audit results and accountability for internal audit work.
The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.
Article 160: The company’s internal audit institution shall monitor the company’s business activities, risk management, internal control,
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Supervise and inspect financial information and other matters.
The internal audit institution shall maintain independence and be equipped with full-time auditors. It shall not be placed under the leadership of the financial department, or work together with the financial department.
Article 161 The internal audit institution shall be responsible to the board of directors.
The internal audit institution shall accept the supervision and guidance of the audit committee during the supervision and inspection of the company's business activities, risk management, internal control, and financial information. If the internal audit institution discovers relevant major issues or clues, it shall immediately report directly to the audit committee.
Article 162 The internal audit institution is responsible for the specific organization and implementation of the company's internal control evaluation. The company issues an annual internal control evaluation report based on the evaluation report and relevant information issued by the internal audit institution and reviewed by the audit committee.
Article 163 When the audit committee communicates with external audit units such as accounting firms and national audit institutions, the internal audit institutions shall actively cooperate and provide necessary support and collaboration.
Article 164 The audit committee shall participate in the assessment of the person in charge of internal audit.
Section 3 Appointment of Accounting Firm
Article 165 The company shall employ an accounting firm that complies with the provisions of the Securities Law to provide auditing of accounting statements, verification of net assets and other related consulting services. The term of appointment shall be one year and may be renewed.
Article 166 The company's appointment of an accounting firm must be decided by the shareholders' meeting. The board of directors shall not appoint an accounting firm before the shareholders' meeting makes a decision.
Article 167 The company guarantees to provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting information to the accounting firm hired, and shall not refuse, conceal or make false statements.
Article 168 The audit fees of an accounting firm shall be determined by the shareholders' meeting.
Article 169 When the company dismisses or does not renew the appointment of the accounting firm, it shall notify the accounting firm 30 days in advance. When the company's shareholders meeting votes on the dismissal of the accounting firm, the accounting firm shall be allowed to state its opinions.
If an accounting firm proposes to resign, it shall explain to the shareholders' meeting whether there are any improper circumstances in the company.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Chapter 8 Notices and Announcements
Section 1 Notice
Article 170 The company’s notice shall be issued in the following forms:
(1) Delivered by a dedicated person;
(2) Sent by mail;
(3) By way of announcement;
(4) Other forms stipulated in this charter.
Article 171 If the notice issued by the company is made in the form of announcement, once the announcement is made, all relevant personnel will be deemed to have received the notice.
Article 172 The notice of the company's shareholders' meeting shall be made by public announcement.
Article 173: Notices of meetings of the company’s board of directors shall be delivered in person, by email or by fax.
Article 174 If a company notice is sent by a special person, the recipient shall sign (or seal) the delivery receipt, and the date of receipt by the recipient shall be the date of delivery; if the company notice is sent by mail, the third working day from the date of delivery to the post office shall be the date of delivery; if the company notice is sent by way of announcement, the date of the first announcement shall be the date of delivery.
Article 175 If the meeting notice is not sent to a person who has the right to receive the notice due to accidental omission or such person fails to receive the meeting notice, the meeting and the resolutions passed at the meeting will not be invalid.
Section 2 Announcement
Article 176 The company shall designate at least one of the China Securities Journal, Securities Times, Securities Daily, Shanghai Securities News or other media recognized by the China Securities Regulatory Commission and the cninfo website (www.cninfo.com.cn) within the scope designated by the China Securities Regulatory Commission as the media for publishing company announcements and other information that needs to be disclosed.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
Chapter 9 Merger, spin-off, capital increase, capital reduction, dissolution and liquidation
Section 1 Merger, spin-off, capital increase and capital reduction
Article 177 The merger of a company may be through merger by absorption or merger by new establishment.
When a company absorbs other companies, it is called a merger, and the absorbed company is dissolved. The merger of two or more companies to establish a new company is a new merger, and the merging parties are dissolved.
When a company merges with a company that holds more than 90% of its shares, the merged company does not need to pass a shareholders' meeting resolution, but it must notify other shareholders, who have the right to request the company to acquire its equity or shares at a reasonable price. If the price paid for a company's merger does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting; however, unless otherwise provided in these articles of association.
If a company merges in accordance with the provisions of the preceding two paragraphs without a resolution of the shareholders' meeting, it shall be subject to a resolution of the board of directors.
Article 178 When a company merges, the parties to the merger shall sign a merger agreement and prepare a balance sheet and property list. The company shall notify its creditors within 10 days from the date of making the merger resolution, and shall make an announcement in a publicly distributed newspaper or the national enterprise credit information disclosure system within 30 days.
Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
Article 179 When a company merges, the claims and debts of the merging parties shall be inherited by the surviving company or the newly established company after the merger.
Article 180 When a company is divided, its property shall be divided accordingly.
When a company is divided, a balance sheet and property list must be prepared. The company shall notify its creditors within ten days from the date of making the resolution to separate, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days.
Article 181 The debts incurred before the division of the company shall be jointly and severally borne by the company after the division. However, this shall not be the case unless otherwise agreed upon in a written agreement between the company and its creditors regarding debt settlement before the division.
Article 182 When a company reduces its registered capital, it shall prepare a balance sheet and property list. The company shall notify creditors within 10 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 30 days. Creditors have the right to require the company to pay off debts or provide corresponding services within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if the creditors have not received the notification.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
guarantee.
When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the capital contribution or shares held by the shareholders, unless otherwise provided by law or these Articles of Association.
The company's registered capital after capital reduction will not be less than the legal minimum.
Article 183 If the company still has losses after making up for its losses in accordance with the provisions of Paragraph 2 of Article 214 of the Company Law, it may reduce its registered capital to make up for the losses. If the registered capital is reduced to make up for losses, the company shall not distribute to shareholders, nor may it exempt shareholders from their obligation to pay capital contributions or share payments.
If the registered capital is reduced in accordance with the provisions of the preceding paragraph, the provisions of paragraph 2 of the preceding article shall not apply, but an announcement shall be made in a newspaper or the national enterprise credit information publicity system within 30 days from the date when the shareholders' meeting makes a resolution to reduce the registered capital.
After the company reduces its registered capital in accordance with the provisions of the preceding two paragraphs, it shall not distribute profits until the cumulative amount of the statutory reserve fund and discretionary reserve fund reaches 50% of the company's registered capital.
Article 184 If the registered capital is reduced in violation of laws, regulations and the provisions of these Articles of Association, the shareholder shall return the funds received, and the shareholder's capital contribution shall be reduced or reduced shall be restored to the original status; if losses are caused to the company, the shareholder and the responsible directors and senior managers shall bear the liability for compensation.
Article 185 When a company issues new shares to increase its registered capital, shareholders do not have preemptive subscription rights, unless otherwise provided in the Articles of Association or the shareholders' meeting decides that shareholders have preemptive subscription rights.
Article 186 If a company is merged or divided and the registered items are changed, the change registration shall be carried out with the company registration authority in accordance with the law; if the company is dissolved, the company shall be deregistered in accordance with the law; if a new company is established, the company establishment registration shall be carried out in accordance with the law.
If a company increases or decreases its registered capital, it must apply for change registration with the company registration authority in accordance with the law.
Section 2 Dissolution and Liquidation
Article 187 The company is dissolved for the following reasons:
(1) The business period stipulated in these articles of association expires or other reasons for dissolution stipulated in these articles of association occur;
(2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division;
(4) The business license has been revoked, ordered to close, or revoked in accordance with the law;
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(5) If the company encounters serious difficulties in its operation and management, and its continued existence will cause heavy losses to the interests of shareholders, and cannot be solved through other means, shareholders holding more than 10% of the voting rights of all shareholders of the company may request the People's Court to dissolve the company.
If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall publicize the reasons for dissolution through the National Enterprise Credit Information Publicity System within 10 days.
Article 188 If a company falls under the circumstances specified in Items (1) and (2) of Article 188 of this Article and has not yet distributed property to shareholders, it may continue to exist by amending its Articles of Association or by resolution of the shareholders' meeting.
Modification of these Articles of Association in accordance with the provisions of the preceding paragraph must be approved by more than 2/3 of the voting rights held by shareholders attending the shareholders' meeting.
Article 189 If the company is dissolved due to the provisions of Items (1), (2), (4) and (5) of Article 188 of this Article, it shall be liquidated. Directors are the liquidation obligors of the company and shall establish a liquidation group to carry out liquidation within 15 days from the date of occurrence of the reasons for dissolution. The liquidation team shall be composed of directors or persons determined by the shareholders' meeting. If a liquidation team is not established within the time limit for liquidation, interested parties may apply to the People's Court to designate relevant personnel to form a liquidation team for liquidation.
If the liquidation obligor fails to perform liquidation obligations in a timely manner and causes losses to the company or creditors, he shall be liable for compensation.
Article 190 The liquidation committee shall exercise the following powers during the liquidation period:
(1) Clean up the company’s properties and prepare a balance sheet and property list respectively;
(2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process;
(5) Clearing claims and debts;
(6) Distribute the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company.
Article 191 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall make an announcement in a newspaper or the national enterprise credit information publicity system within 60 days. Creditors shall declare their claims to the liquidation team within 30 days from the date of receipt of the notice, or within 45 days from the date of announcement if no notice is received.
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
When a creditor declares a creditor's right, he shall explain the relevant matters of the creditor's right and provide supporting materials. The liquidation team shall register the claims.
During the period of reporting claims, the liquidation team shall not pay off creditors.
Article 192 After clearing the company's assets and preparing a balance sheet and property list, the liquidation team shall formulate a liquidation plan and submit it to the shareholders' meeting or the people's court for confirmation.
The company's property is the remaining property after paying liquidation expenses, employees' wages, social insurance fees and statutory compensation, paying taxes owed, and paying off the company's debts respectively, and the company distributes the remaining property according to the proportion of shares held by shareholders. During the liquidation period, the company continues to exist, but it cannot carry out business activities unrelated to the liquidation.
The company's property shall not be distributed to shareholders before it is paid off in accordance with the provisions of the preceding paragraph.
Article 193 If, after cleaning up the company's property and preparing a balance sheet and property list, the liquidation team finds that the company's property is insufficient to pay off its debts, it shall apply to the People's Court for bankruptcy liquidation in accordance with the law.
After the People's Court accepts the bankruptcy application, the liquidation team shall hand over the liquidation affairs to the bankruptcy administrator designated by the People's Court.
Article 194 After the company's liquidation is completed, the liquidation team shall prepare a liquidation report, submit it to the shareholders' meeting or the people's court for confirmation, and submit it to the company registration authority to apply for cancellation of company registration.
Article 195 Members of the liquidation committee shall perform their liquidation duties and shall have the duty of loyalty and diligence. If members of the liquidation team neglect to perform their liquidation duties and cause losses to the company, they shall be liable for compensation; if members of the liquidation team cause losses to creditors intentionally or due to gross negligence, they shall be liable for compensation.
Article 196 If a company is declared bankrupt in accordance with the law, bankruptcy liquidation shall be carried out in accordance with the laws on enterprise bankruptcy.
Chapter 10 Modification of the Articles of Association
Article 197 The company shall amend its articles of association under any of the following circumstances:
(1) After the Company Law or relevant laws and administrative regulations are revised, the matters stipulated in the articles of association conflict with the provisions of the revised laws and administrative regulations;
(2) The company's situation changes and is inconsistent with the matters recorded in the articles of association;
Articles of Association of Shandong Linuo Pharmaceutical Packaging Co., Ltd.
(3) The shareholders' meeting decides to amend the articles of association.
Article 198 If the amendments to the articles of association passed by the resolution of the shareholders' meeting should be reviewed and approved by the competent authority, they must be submitted to the competent authority for approval; if they involve company registration matters, the change registration must be handled in accordance with the law.
Article 199 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders' meeting to amend the Articles of Association and the approval opinions of the relevant competent authorities.
Article 200 Amendments to the Articles of Association are information required to be disclosed by laws and regulations and shall be announced in accordance with regulations.
Chapter 11 Supplementary Provisions
Article 201 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total share capital; or shareholders who hold less than 50% of the shares, but whose voting rights based on the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting.
(2) Actual controller refers to the person who can actually control the company's behavior through investment relationships, agreements or other arrangements.
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, and senior managers and the companies they directly or indirectly control, as well as other relationships that may lead to the transfer of the company’s interests. However, state-controlled enterprises are related not only because they are also controlled by the state.
Article 202 The board of directors may formulate detailed rules of association in accordance with the provisions of the articles of association. The articles of association shall not conflict with the provisions of the articles of association.
Article 203 The Articles of Association are written in Chinese. If there is any discrepancy between the Articles of Association in any other language or different versions and the Articles of Association, the Chinese version of the Articles of Association that has been approved and registered by the industrial and commercial administration department where it is registered shall prevail.
Article 204 The terms “above”, “within” and “below” mentioned in this Articles of Association include the original number; “beyond”, “less than” and “more than” do not include the original number.
Article 205 The Board of Directors of the Company shall be responsible for the interpretation of these Articles of Association.
Article 206 The attachments to this Articles of Association include the Rules of Procedure for the Shareholders’ Meeting and the Rules of Procedure for the Board of Directors.
Article 207 This Article of Association shall become effective and implemented on the date it is reviewed and approved by the company's shareholders' meeting. Students of this Charter
From the date when the articles of association of Shandong Linuo Pharmaceutical Packaging Co., Ltd. become effective and implemented, the company's original "Articles of Association" will automatically terminate.