Fu'an Pharmaceutical: Amendment to the Articles of Association (August 2025)
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Fu'an Pharmaceutical (Group) Co., Ltd.
Articles of Association Amendment
In accordance with the "Company Law of the People's Republic of China", "Guidelines on the Articles of Association of Listed Companies", "Shenzhen Stock Exchange GEM Stock Listing Rules (2025 Revision)" and other relevant regulations, the company plans to amend the corresponding provisions of the "Articles of Association". The specific amendments to the Articles of Association are as follows:
Tips
In this revision, the following revised provisions will not be listed separately in the comparison table:
Due to the increase or decrease of articles, the article serial numbers and cross-reference article serial numbers change;
Change "Shareholders' Meeting" to "Shareholders' Meeting";
Punctuation adjustments and sentence adjustments that do not affect the meaning of the terms.
Original Terms Revised Terms
Article 1. In order to safeguard the legal rights of the company, shareholders and creditors, Article 1. In order to safeguard the rights and interests of the company, shareholders, employees and creditors, and regulate the organization and behavior of the company, the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law") shall be regulated in accordance with the "Legitimate Rights and Interests of Chinese Citizens". "Judiciary"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law") and other relevant provisions, this Articles of Association are formulated) and other relevant provisions, this chapter is formulated.
process.
Article 8 The chairman of the board of directors is the legal representative of the company. 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 performs corporate affairs on behalf of the company.
If a director who serves as the legal representative 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.
The powers of the legal representative are limited by this Articles of Association or the shareholders' meeting. Amendment to the Articles of Association of Fuan Pharmaceutical (Group) Co., Ltd.
Do 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 seek compensation from the person at fault in accordance with the provisions of the law or these Articles of Association.
legal representative to recover compensation.
Article 10 The Articles of Association shall become a legally binding document that regulates the organization and behavior of the Company, the rights and obligations between the Company and its shareholders, and the rights and obligations between shareholders. Article 11 The Articles of Association shall become a legally binding document that regulates the organization and behavior of the Company, the rights and obligations between the Company and its shareholders, and the rights and obligations between shareholders. A legally binding document based on this principle. According to the articles of association of this chapter, shareholders can sue shareholders, and shareholders can sue the company. Shareholders can sue directors, supervisors, general managers, and other senior managers of the company. Directors, senior managers, shareholders can sue the company, and shareholders can sue the company. The company can sue shareholders, directors. directors, supervisors, general managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in these Articles of Association refers to the company’s deputy general manager, secretary to the board of directors, general manager of the financial department, deputy general manager, secretary to the board of directors and financial person. person in charge.
Article 13 The company's business scope is: General projects: Article 14 The company's business scope is: Licensed projects: sales of Class I medical devices; leasing of Class I medical devices; drug wholesale, drug retail (items subject to approval according to law, leasing; health consulting services (excluding diagnosis and treatment services); medical business activities can be carried out only after approval by relevant departments, specific research and experimental development; technical services, technology development, technical consulting, technology exchange, technology transfer, technology promotion; technical services, technology development, technology business projects with approval documents or licenses from relevant departments; Subject to) General projects: sales of Class I medical devices, import and export of Class I goods; business management consulting; information consulting services; leasing of Class I medical devices, health consulting services (excluding diagnosis (excluding licensed information consulting services); information technology consulting services), medical research and experimental development, technical services, consulting services; Internet sales (except for the sale of products that require a license); technology import and export; business management. (Except for projects that are subject to approval by law, such as technology promotion, goods import and export, and enterprise management consulting, business activities can be carried out independently with a business license (excluding licensing information consulting services)) Licensed projects: pharmaceutical wholesale; pharmaceutical retail. Information technology consulting services, Internet sales (except sales requirements (projects subject to approval according to law, goods subject to approval after approval by relevant departments), technology import and export, enterprise management (except Fuan Pharmaceutical (Group) Co., Ltd. Amendment to the Articles of Association)
Business activities can only be carried out, and the specific business projects shall be subject to the approval of the relevant departments according to law, and the owner shall carry out business activities with the business license and self-approval documents or licenses in accordance with the law).
Article 15 The issuance of the company's shares shall be open and fair. Article 16 The issuance of the company's shares shall be open, fair and impartial. Each share of the same type shall have the same rights. rights.
For shares of the same type issued at the same time, the issuance conditions and price per share of the same type of shares issued at the same time shall be the same; the price subscribed by any unit or individual shall be the same; for each share subscribed by the subscriber, the same price shall be paid for each share. Pay the same price.
Article 16 The shares issued by the company shall be denominated in RMB. Article 17 The par value shares issued by the company shall be denominated in RMB. Clear face value.
Article 18 The sponsors and shares subscribed when the company is established. Article 19 The sponsors, the number of shares subscribed, the method of capital contribution and the time of capital contribution when the company is established are as follows: The number of shares, the method of capital contribution and the time of capital contribution are as follows:
… …
The total number of shares issued when the company was established 100,000,000
The value of each par value share is 1 yuan.
Article 19 The total number of shares of the company is 1,189,712,382. Article 20 The total number of issued shares of the company is 1,189,712,382 shares. The company’s capital structure is: ordinary shares 1,189,712,382 1,189,712,382 shares. The company’s capital structure is: ordinary shares, no other types of shares. There are 1,189,712,382 shares and no other categories of shares.
Article 20 The company or the company's subsidiaries (including the company's affiliated enterprises) shall not provide any assistance to others in the form of gifts, advances, guarantees, loans, etc., for the purchase or proposed purchase of the company's shares, or loans for others to obtain the company's shares. Funding, except where 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. Board of Directors
Resolutions must be passed by more than 2/3 of all directors.
Article 21 According to the needs of the company’s operation and development, Article 22 According to the needs of the company’s operation and development, the amendments to the Articles of Association of Fu’an Pharmaceutical (Group) Co., Ltd.
In accordance with the provisions of laws and regulations, and upon the resolution of the shareholders' meeting, the following methods may be used to increase capital: The following methods may be used to increase capital:
(1) Public issuance of shares; (1) Issuance of shares to unspecified objects;
(2) Non-public issuance of shares; (2) Issuance of shares to specific objects;
(3) Distribute bonus shares to existing shareholders; (3) Distribute bonus shares to existing shareholders;
(4) Convert public reserve funds into share capital; (4) Convert public reserve funds into share capital;
(5) Laws, administrative regulations and other methods approved by the China Securities Regulatory Commission (5) Laws, administrative regulations and other methods approved by the China Securities Regulatory Commission. other methods specified.
Article 23 The company may, under the following circumstances, in accordance with Article 24 The company shall not acquire the company's shares, except in accordance with the provisions of laws, administrative regulations, departmental rules and these Articles of Association, except in one of the following circumstances:
Acquisition of shares of the company: (1) Reduce the company’s registered capital;
(1) Reduce the company’s registered capital; (2) Merge with other companies that hold shares of the company;
(2) Merge with other companies that hold the company’s stocks; (3) Use the shares for employee stock ownership plans or equity incentives
(3) Use shares for employee stock ownership plans or equity incentives;
(4) Shareholders receive incentives due to company mergers and divisions made at the shareholders’ meeting;
(4) Shareholders object to the company merger or establishment resolution made by the general meeting of shareholders and require the company to acquire their shares; shareholders object to the separation resolution and require the company to acquire their shares; (5) The shares are used to convert the shares issued by the company into
(5) Use the shares to convert corporate bonds issued by listed companies into convertible stocks;
Corporate bonds exchanged for stocks; (6) Necessary for the company to maintain the company’s value and shareholders’ rights and interests
(6) Listed companies need to protect the company's value and shareholders' rights.
required. Except for the above circumstances, the company will not engage in trading of the company's shares. Except for the above circumstances, the company will not engage in trading of the company's shares.
activities.
Article 24 A company may choose one of the following methods to acquire its own shares. Article 25 A company may choose one of the following methods to acquire its own shares:
(1) Centralized bidding and trading methods of stock exchanges; (1) Centralized bidding and trading methods;
(2) Method of offer; (2) Method of offer;
(3) Other methods approved by the China Securities Regulatory Commission. (3) Other methods of laws, administrative regulations and companies recognized by the China Securities Regulatory Commission due to Article 23 (3) and (5) of this Article.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Acquisition of shares of the Company under the circumstances specified in Items and Items (6). Due to the circumstances specified in Item (3) of Article 24, Paragraph 1 of this Article, the Company shall acquire the Bank through public centralized bidding transactions under the circumstances specified in Items (5) and (6). Company shares shall be traded through public centralized transactions
proceed.
Article 25 The Company shall not be liable for Article 23.1 of the Articles of Association. Article 26. The Company shall be liable for Article 24.1 of the Articles of Association.
The acquisition of shares of the company under the circumstances specified in Items (1) and (2) of the public funds shall be subject to a resolution at the shareholders' meeting. If a company acquires its own shares, it must be resolved by a shareholders' meeting. If the company acquires the company's shares due to the circumstances specified in Items (3) and (5) of Article 23 of the Articles of Association, Item (3) of Paragraph 1 of Article 24 and Item (5) and Item (6) of Article 24 of this Article of Association, if the acquisition of the Company's shares under the circumstances specified in Item (6) of Article 23 of the Articles of Association is resolved by a board meeting attended by more than two-thirds of the directors, it may be in accordance with the provisions of these Articles of Association or the authorization of the shareholders' meeting. The right shall be resolved by a board meeting attended by more than 2/3 of the directors. After the company acquires the company's shares in accordance with the provisions of Article 23 of the Articles of Association, it shall be canceled within 10 days from the date of acquisition; if the company acquires the company's shares in accordance with the provisions of Article 24, Paragraph 1, and it falls under the circumstances of Item (1), it shall be canceled within 10 days from the date of acquisition; if it belongs to Item (2), it shall be canceled within 10 days from the date of acquisition; if it falls under the circumstances of Items and (4), it shall be transferred within 6 months In the case of items (2) and (4), it shall be transferred or canceled within 6 days. Items (3), (5), and transfer or cancellation within one month; if it falls under the circumstances (3), (5), and (6), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or canceled within 3 years. 10% of the amount and shall be transferred or canceled within 3 years.
Article 26 The company's shares may be transferred in accordance with the law. Article 27 The company's shares shall be transferred in accordance with the law.
Article 27 The company does not accept the company's shares as the subject of pledge rights. Article 28 The company does not accept the company's shares as the subject of pledge rights. The subject of the pledge
Article 28 The shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company that has been issued before the public issuance of shares. Article 29 The company's public shares, the shares that have been issued before the company's shares are listed and traded on the stock exchange, shall not be transferred within one year from the date of the company's shares being certified.
It shall not be transferred within one year from the date of listing on the stock exchange. Directors, supervisors, and senior managers of the company shall report to the company the shares of the company they hold and their changes. The shares transferred each year during their term of office shall not exceed the total number of shares of the same class of the company they hold during their term of office. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Hold 25% of the total number of shares of the company; hold 25% of the shares of the company; shares of the company held cannot be transferred within 1 year from the date when the company's shares are listed and traded. The above-mentioned personnel will be transferred after their resignation. The above-mentioned personnel shall not transfer the shares of the Company held by them within six months after their resignation. shares of the company held.
Article 29 Company Directors, Supervisors, and Senior Managers Article 30 If the Company’s directors, senior managers, holders, and shareholders holding more than 5% of the Company’s shares sell the Company’s stocks or other equity securities within 6 months after purchase, or sell within 6 months after purchase, or purchase them within 6 months after the sale, the proceeds shall belong to the Company. If it is purchased again within the period, the income derived therefrom belongs to the company and the company, and the board of directors of the company will take back the income gained. The company's board of directors will recoup the proceeds. However, except for securities, the securities company holds 5% or more than 5% of the shares due to the underwriting of the remaining stocks after the sale, and the shares are regulated by the State Council Securities Regulatory Commission, and there are other circumstances stipulated by other regulatory agencies stipulated by the China Securities Regulatory Commission. Except for shapes.
The directors, supervisors, senior managers, and other securities held by natural person shareholders as referred to in the preceding paragraph include stocks held by their spouses, parents, and children and those held by others and using other people's accounts. securities.
If the company's board of directors fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement them within 30 days. Shareholders of the company's board of directors have the right to request the board of directors to implement the decision within 30 days. If the company fails to implement within the above time limit, the shareholders have the right to directly file a lawsuit with the People's Court in their own name for the company's interests. The court filed a lawsuit.
If the company's board of directors fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liability in accordance with the law. Responsible directors bear joint and several liability in accordance with the law.
Article 30 The company establishes a shareholder list based on the certificates provided by the securities registration agency. Article 31 The company establishes a shareholder list based on the certificates provided by the securities registration agency. The shareholder list establishes 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. Sufficient evidence that shareholders own shares in the company based on the shares they hold. Shareholders have rights and assume obligations according to the type of shares they hold; Classes holding the same type of shares have rights and obligations; Holders of the same type of shares of Fu'an Pharmaceutical (Group) Co., Ltd.
Shareholders of shares enjoy the same rights and bear the same obligations. Shareholders of different shares shall enjoy the same rights and bear the same obligations.
service.
Article 32 The shareholders of the company enjoy the following rights: Article 33 The shareholders of the company enjoy the following rights:
(1) Receive dividends and other forms of benefit distribution in accordance with the share of shares it holds; and other forms of benefit distribution;
(2) Request to convene, convene, host, participate in or send shareholders' proxies to attend the shareholders' meeting in accordance with the law, and exercise corresponding voting rights;
(3) Supervise the company's operations, make suggestions or make inquiries; or make inquiries;
(4) Transfer, donate or pledge the shares it holds in accordance with the provisions of laws, administrative regulations and these Articles of Association; 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 these Articles of Association, shareholder list, corporate bond depository, shareholders' meeting minutes, Board of Directors meeting resolutions, Board of Directors meeting resolutions, financial accounting report, Supervisory Board meeting resolution, and financial accounting report; individually or collectively hold the company for more than 180 consecutive days.
(6) When the company is terminated or liquidated, shareholders holding more than 3% of the shares may consult the company's accounting books and participate in the distribution of the company's remaining property; books and accounting vouchers;
(7) In response to the company merger or division decision made by the general meeting of shareholders; (6) When the company is terminated or liquidated, dissenting shareholders require the company to acquire their shares according to the shares they hold; and their shares participate in the distribution of the company's remaining property;
(8) Other rights stipulated in laws, administrative regulations, departmental rules or these Articles of Association (7) The resolution of company merger or division made by the shareholders' meeting. Dissenting shareholders require the company to acquire their shares;
(8) Laws, administrative regulations, departmental rules or this charter
Other rights stipulated.
Article 33 Shareholders who request to review the relevant information mentioned in the previous article Article 34 If shareholders request to review or copy company-related information or request materials, they must provide the company with supporting materials and comply with the provisions of the Company Law, Securities Law and other written laws and administrative regulations on the types of company shares held and the number of shares held. A written document. After the company verifies the identity of the shareholders, the company will
are provided upon request.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
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.
Article 34: Resolutions of the company's shareholders' meeting and board of directors Article 35: If the resolutions of the company's shareholders' meeting and board of directors violate laws and administrative regulations, shareholders have the right to petition the People's Court to declare them invalid. The court found it invalid.
If the convening procedures and voting methods of the shareholders' meeting and the board of directors violate laws, administrative regulations or these 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. Within 60 days from the date, request the People's Court to revoke the decision. However, there are only minor flaws in the convening procedures or voting methods of shareholders' meetings and board of directors meetings, except those that have no substantial impact on the resolutions.
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 relevant matters, the company shall perform its information disclosure obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, fully explain the impact, and actively cooperate with the implementation after the judgment or ruling 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.
Article 36 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; Amendment to the Articles of Association of Fu’an Pharmaceutical (Group) Co., Ltd.
(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 who agree to the resolution or the number of voting rights they hold does not reach the number stipulated in the Company Law or these Articles of Association
or the number of voting rights held.
Article 35 Directors and senior managers who violate laws, administrative regulations or the provisions of the Articles of Association when performing their duties. If a senior manager violates laws, administrative regulations or the provisions of these Articles of Association when performing his or her duties, he or she shall, for more than 180 consecutive days, cause losses to the company. Shareholders holding more than 1% of the shares have the right to request in writing that the audit committee member violates laws, administrative regulations or this article when performing the company's duties, or the Board of Directors to file a lawsuit with the People's Court; if a member of the audit committee performs the provisions of the articles of association and causes losses to the company, the shareholder may request the board of directors to file a lawsuit in the People's Court. If the above-mentioned shareholders cause losses to the company according to the provisions of the regulations, the above-mentioned shareholders may request the board of directors to file a lawsuit in the People's Court upon receipt of the written request from the shareholders stipulated in the preceding paragraph. If the audit committee or the board of directors refuses to initiate a lawsuit within 30 days from the date of receipt of the request, or the audit committee or the board of directors refuses to initiate a lawsuit within 30 days from the date of receipt of the request, or the situation is urgent and failure to immediately initiate a lawsuit will cause the company's interests to be difficult to compensate, or the situation is urgent and the damage is urgent, the shareholders specified in the preceding paragraph have the right to directly file a lawsuit with the People's Court in their own names for the benefit of the company. If the damage is to be compensated, the shareholders specified in the preceding paragraph have the right to file a lawsuit directly with the People's Court in their own name if they infringe upon the legitimate rights and interests of the company for the benefit of others and cause losses to the company.
Provisions are made for filing lawsuits in the People's Court. 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
Any member who performs his duties violates laws, administrative regulations or this Articles of Association. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
According to the provisions of the "Company Law", if losses are caused to the company, or if others infringe upon the legitimate rights and interests of the company's wholly-owned subsidiaries and cause losses, shareholders who individually or collectively 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 Article 189 of the "Company Law" or directly file a lawsuit with the People's Court in their own name.
Article 36 Directors and senior managers violate laws,
Administrative regulations or the provisions of these Articles of Association harm the interests of shareholders
Yes, shareholders can file a lawsuit in the People's Court.
Shareholders who individually or jointly hold more than 1% of the company's shares
Can propose to the company's board of directors that those who do not have independent director qualifications
qualifications or abilities, failure to perform duties independently, or failure to maintain
The legitimate rights and interests of independent directors of the company and small and medium-sized investors
Challenge or remove proposals.
Article 37 The shareholders of the company shall bear the following obligations: Article 39 The shareholders of the company shall bear the following obligations:
(1) Comply with laws, administrative regulations and this Articles of Association; (1) Abide by laws, administrative regulations and this Articles of Association;
(2) Pay the share capital according to the shares subscribed and the method of subscription;
(3) Except for the circumstances stipulated by laws and regulations, no shares may be withdrawn; except for the circumstances stipulated by laws and regulations;
(4) Shall not abuse the rights of shareholders to harm the company or other shareholders; Shall not abuse the independent status of a company as a legal person and the interests of shareholders; Shall 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; The limited liability of shareholders may harm the interests of the company's creditors;
A shareholder of a company who abuses his shareholder rights and causes losses to the company or other shareholders shall bear other obligations for compensation according to law.
appoint.
The company's shareholders abuse the company's independent status as a legal person and its shares
Dong limited liability, evading debts and seriously damaging the company's creditors
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
If the company has interests, it shall be jointly and severally liable for the company's debts.
(5) The provisions of laws, administrative regulations and this Articles of Association shall be
other obligations
Article 40 If a company shareholder abuses his shareholder rights and causes losses to the company or other shareholders, he 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.
Article 42 The company’s controlling shareholders and actual controllers shall exercise their rights and perform their obligations in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission and the stock exchange, and safeguard the interests of the listed company.
Article 43 The company’s controlling shareholders and actual controllers shall comply with the following provisions:
(1) Exercise shareholders’ rights in accordance with the law, and do not abuse control rights or use their affiliated relationships to damage the legitimate rights and interests of the company or other shareholders;
(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) The company shall not use the company’s undisclosed major information to seek benefits, shall not disclose the company’s undisclosed major information in any way, and shall not engage in insider trading, short-term trading, Fuan Pharmaceutical (Group) Co., Ltd. Amendment to the Articles of Association
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) Laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of the Shenzhen Stock Exchange and other provisions of this Articles of Association
regulations.
Article 39 Controlling shareholders and actual controllers of the company Article 44 Controlling shareholders and actual controllers of the company shall not use their related relationships to harm the interests of the company. Violation of the fiduciary duty owed by the company and its public shareholders to society. If any loss is caused to the company, it shall be liable for compensation. The controlling shareholder shall exercise the rights and control of the investor in strict accordance with the law. Shareholders shall not use profit distribution, asset reorganization, controlling shareholders and actual controllers of external companies to damage the company and the company's investment, capital occupation, loan guarantees, etc. Public shareholders have fiduciary obligations. Controlling shareholders shall abide by the legitimate rights and interests of public shareholders and shall not use them to exercise the rights of investors in strict accordance with the law. Controlling shareholders shall not use their controlling position to harm the interests of the company and public shareholders through profit distribution, asset reorganization, external investment, and capital interests.
The company's board of directors shall not use its control position to harm the company and the public through occupation, loan guarantee, etc. when it discovers the legitimate rights and interests of the controlling shareholder or its subsidiary shareholders. When the company's assets are misappropriated, the interests of the company and public shareholders shall be harmed by the controlling shareholder. Once it is discovered that the controlling shareholder or its affiliated enterprises have embezzled the company's assets, the company's board of directors should immediately apply to hold the company's shares in accordance with the law and activate the "occupied and frozen" mechanism, that is: Request the relevant people's court to request the relevant people's court to impose an embezzlement on the company's shares held by the controlling shareholder. Judicially freeze the assets, and if the assets cannot be repaid in cash, the company's board of directors shall immediately apply to liquidate the equity in accordance with the law to repay the misappropriated assets.
Please ask the relevant people's court to judicially freeze the company's shares held by the controlling shareholder. The company's directors and senior managers have the legal obligation to safeguard the company's assets and, if they cannot be repaid in cash, pass the legal obligation to ensure asset safety. When the company has a controlling shareholder or liquidates equity to repay the misappropriated assets. The actual controller has misappropriated the company's assets and damaged the company and society. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
When a company's directors, supervisors and senior managers are required to safeguard the interests of public shareholders, the company's board of directors shall take legal obligations to ensure the safety of the company's assets. When a company has a controlling shareholding ineffective measure, it requires the controlling shareholder to stop the infringement and bear liability for compensation for the infringer or actual controller's misappropriation of company assets, damage to the company, and losses caused.
When the interests of public shareholders are violated, the company's board of directors shall take effective measures to require the controlling shareholder to stop the infringement and bear compensation liability for the losses caused by assisting or condoning the infringement of the company by the company's directors and senior managers. If the company's property is damaged and the interests of the company are harmed, the company will, depending on the seriousness of the case, impose warnings, demotions, dismissals, or expulsions on the directors, supervisors, managers and other senior managers of the company who violate the provisions of the Articles of Association, assist or condone the controlling shareholders, and other sanctions; Directors who bear serious responsibilities may submit a complaint to shareholders if other related parties have misappropriated the company's property and harmed the company's interests, and the shareholders will remove them.
The company will, depending on the seriousness of the case, impose police sanctions on those directly responsible.
punishments such as prosecution, demotion, dismissal, expulsion, etc.; those who have serious responsibilities
Responsible directors and supervisors may be removed by submission to the general meeting of shareholders for removal.
Article 40 The shareholders’ meeting is the company’s authority. According to Article 45, the company’s shareholders’ meeting shall be composed of all shareholders. It shall exercise the following functions and powers in accordance with the law: The shareholders’ meeting is the authority organ of the company and shall exercise the following functions and powers in accordance with the law.
(1) Determine the company’s business policies and investment plans; Power:
(2) Elect and replace directors who are not employee representatives (1) Elect and replace directors, decide on the appointment of directors and supervisors, and decide on remuneration matters for directors and supervisors; remuneration matters;
(3) Review and approve the report of the Board of Directors; (2) Review and approve the report of the Board of Directors;
(4) Review and approve the report of the Board of Supervisors; (3) Review and approve the company’s profit distribution plan and compensation
(5) Review and approve the company’s annual financial budget plan and loss plan;
Final accounting plan; (4) Make decisions on increasing or decreasing the company’s registered capital;
(6) Review and approve the company’s profit distribution plan and compensation proposal;
Loss plan; (5) Make a resolution on the issuance of corporate bonds;
(7) To make a decision on the company's increase or decrease in registered capital; (6) To make a decision on the company's merger, division, dissolution, liquidation or negotiation; to make a decision on changing the company's form;
(8) Make resolutions on the issuance of corporate bonds; (7) Amend these Articles of Association;
(9) Make a resolution on the merger, division, dissolution or liquidation of the company;
(10) Amend the Articles of Association; (9) Review and approve the amendments to the Articles of Association of Fuan Pharmaceutical (Group) Co., Ltd. regarding the guarantee specified in Article 46
(11) Make arrangements for the company’s hiring and dismissal of accounting firms;
Issue resolutions; (10) Review the company’s purchase and sale of major assets within one year
(12) To review and approve items in which the guaranteed assets specified in Article 41 exceed 30% of the company’s latest audited total assets;
(13) Review and approve the company’s major purchases and sales within one year (11) Review and approve the transaction assets between the company and related parties exceeding 30% of the company’s latest audited total assets (the company’s donation of cash assets and provision of guarantees are not applicable to this matter; clauses) The amount is more than 30 million yuan, and accounts for the company’s largest
(14) Review and approve transactions between the company and related parties. Related parties with an absolute value of more than 5% of the latest audited net assets (the company’s donation of cash assets and provision of guarantees are not applicable to this transaction;
Terms) amounting to more than 10 million yuan, and accounting for the company's largest share of the total (12) Review and approve changes in the use of raised funds; related transactions that exceed 5% of the latest audited net assets; (13) Review equity incentive plans and employee stock ownership plans
(15) Review and approve changes in the use of raised funds; plan;
(16) Review the equity incentive plan and employee stock ownership plan; (14) Review laws, administrative regulations, department rules or plans; other matters that should be decided by the shareholders' meeting as stipulated in this Articles of Association.
(17) Review laws, administrative regulations, departmental rules or the shareholders' meeting may authorize the board of directors to make resolutions on the issuance of corporate bonds that should be decided by the shareholders' meeting as stipulated in these Articles of Association.
item. The shareholders' meeting authorizes the board of directors to take action on the company's use of shares for employee stock ownership plans or equity incentives, the use of shares to convert corporate bonds issued by the company that are convertible into stocks, and other circumstances necessary to safeguard the company's value and shareholders' rights and interests.
and made a resolution to acquire shares of the company.
Article 41 The following external guarantee acts of the company must be approved by the shareholders' meeting. Article 46 The following external guarantee acts of the company must be reviewed and approved by the shareholders' meeting. The shareholders' meeting reviewed and approved it.
(1) A single guarantee amount exceeds 10% of the company’s latest audited net assets; (1) A single guarantee amount exceeds 10% of the company’s latest audited net assets; A guarantee of 10% of the company’s net assets;
(2) Any guarantees provided after the total external guarantees of the Company and its controlled subsidiaries reach or exceed 50% of the latest audited net assets;
(3) Provide guarantees for those whose asset-liability ratio exceeds 70%. (3) Provide guarantees for those whose assets-liability ratio exceeds 70%.
guarantee provided; guarantee provided;
(4) The guarantee amount exceeds 30% of the company’s latest audited total assets for twelve consecutive months; (4) The guarantee amount exceeds 30% of the company’s latest audited total assets for twelve consecutive months;
(5) External guarantees of the Company and its controlled subsidiaries (5) Any guarantees provided after the total external guarantees of the Company and its controlled subsidiaries exceed 30% of the latest audited total assets; any guarantees provided in the future;
(6) Providing guarantees to shareholders, actual controllers and their related parties (6) The guarantee amount exceeds the company's maximum guarantee for twelve consecutive months. 50% of the most recent audited net assets and the absolute amount exceeds
(7) Other guarantees stipulated in the exchange or company's articles of association exceed 50 million yuan;
shape. (7) When providing guarantees to shareholders, actual controllers and their related parties for matters reviewed by the board of directors, the guarantee must be obtained by attending the board of directors meeting;
More than two-thirds of the directors approved the resolution. Shareholders' General Meeting (8) When the Shenzhen Stock Exchange or the company's Articles of Association considers the guarantee matters in item (4) of the preceding paragraph, other guarantee situations shall be present.
More than two-thirds of the voting rights held by the shareholders at the meeting shall pass the meeting. When the board of directors considers guarantee matters, they shall be present at the board of directors meeting. More than 2/3 of the directors approved the proposal. Before the shareholders' meeting, when the shareholders' meeting considers the guarantee matters for shareholders, actual controllers and their related funds (4), the guarantee proposal provided by the associates present at the meeting may be passed by more than 2/3 of the voting rights held by the actual shareholders.
Shareholders controlled by the controller are not allowed to participate in the voting. When the shareholders' meeting considers the guarantee proposal provided by the holders of other shareholders attending the shareholders' meeting, the shareholder may be approved by more than half of the actual controlling voting rights. Shareholders who have control over the company are not allowed to participate in the voting. For external guarantees other than those mentioned in paragraph 1 of this article, the voting must be reviewed and approved by the board of directors authorized by the shareholders' meeting to hold votes held by other shareholders present at the shareholders' meeting. More than half of the votes passed.
External guarantees other than those mentioned in paragraph 1 of this article,
The shareholders' meeting authorizes the board of directors to review and approve.
Article 43 If any of the following circumstances occurs, the company shall: (1) The number of directors is less than the minimum number stipulated in the Company Law.
(1) When the number of directors is less than five, the minimum number stipulated in the Company Law, or 2/3 of the number stipulated in these Articles of Association; when the number of directors is less than five, or 2/3 of the number stipulated in these Articles of Association; (2) When the company's uncompensated losses reach 1/3 of the total share capital; Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
(2) The company's uncompensated losses reach the total paid-in share capital. (3) When shareholders individually or collectively hold 1/3 of more than 10% of the company's shares; at the request of shareholders;
(3) Individually or collectively holding more than 10% of the company's shares (4) When the board of directors deems it necessary;
When requested by shareholders; (5) When the audit committee proposes to convene;
(4) When the board of directors deems it necessary; (6) Laws, administrative regulations, departmental rules or this Articles of Association
(5) When the Board of Supervisors proposes to convene; other circumstances specified.
(6) Laws, administrative regulations, departmental rules or this charter
Other circumstances specified.
Article 44 The place where the Company convenes the general meeting of shareholders is Article 49 The place where the company convenes the general meeting of shareholders is the domicile of the company or the domicile of the company designated by the convener of the general meeting of shareholders or other place designated by the convener of the general meeting of shareholders. point.
The shareholders' meeting will set up a venue and be held in the form of an on-site 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 an online method for shareholders to participate, and can also use electronic communication methods to hold meetings. The company also provides convenience to the conference. Shareholders who participate in the shareholders' meeting through the above methods will be deemed to be present if an online method is provided to facilitate shareholders' participation in the shareholders' meeting. profit. If a shareholder participates in the shareholders' meeting through the above methods, it shall be regarded as
Attend.
Article 46 Independent directors have the right to propose to the board of directors to convene an extraordinary general meeting of shareholders within the prescribed time limit. Independent directors are required to convene extraordinary shareholders' meetings.
The board of directors shall propose to the board of directors the convening of an extraordinary shareholders' meeting 10 days after receiving the proposal in accordance with the laws and regulations and the provisions of the Articles of Association, subject to the approval of more than half of all independent directors. The board of directors shall give written feedback to the independent directors who agree or disagree on the proposal to convene an extraordinary general meeting of shareholders. According to the provisions of laws, administrative regulations and these Articles of Association, after receiving the board of directors' consent to convene an extraordinary general meeting of shareholders, the company will issue a written feedback on convening a general meeting of shareholders within 10 days after making the proposal to agree or disagree with the resolution of convening an extraordinary general meeting of shareholders within 5 days.
notice; the board of directors does not agree to convene an extraordinary general meeting of shareholders. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will explain the reasons and make an announcement before making a decision. A notice of convening a shareholders' meeting shall be issued within 5 days after the resolution of the board of directors; if the board of directors does not agree to convene an extraordinary shareholders' meeting, it will issue a notice
State the reason and announce it.
Article 47 The Board of Supervisors has the right to propose to the Board of Directors Article 52 The Audit Committee has the right to propose to the Board of Directors amendments to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
An extraordinary general meeting of shareholders shall be convened and proposed in writing to the board of directors. The board of directors shall make proposals in accordance with laws, administrative regulations and the Association. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the Articles of Association, provide written feedback on whether it agrees or disagrees to convene an extraordinary general meeting of shareholders within 10 days after receiving the proposal. Opinion.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, a notice of convening a general meeting of shareholders will be issued within 5 days after the resolution of the board of directors is made. Changes to the original proposal in the notice must be notified by the supervisors. Changes in the original proposal in the notice must be approved by the audit committee. committee's consent.
If the board of directors does not agree to convene an extraordinary general meeting of shareholders, 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 the general meeting of shareholders, and the board of supervisors can convene and preside over it on its own. The Audit Committee may convene and chair itself.
Article 48 Shareholders who individually or collectively hold more than 10% of the company's shares have the right to request the board of directors to convene a temporary shareholders' meeting, and shall propose to the board of directors in writing. out. The board of directors shall provide written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders within 10 days after receiving the request in accordance with the laws, administrative regulations and the provisions of this Chapter. Written feedback agreeing to convene an extraordinary shareholders’ meeting. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice to convene the general meeting of shareholders within 5 days after making the resolution of the board of directors. Any changes to the original request in the notice must be notified. Changes to the original request in the notice must obtain the consent of the relevant shareholders. subject to the consent of 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 individually or collectively holding more than 10% of the company's shares have the right to propose to the audit board to convene an extraordinary shareholders' meeting, and shall propose in writing to the board of supervisors to convene an extraordinary shareholders' meeting. Make a request to the Audit Committee in person.
If the Board of Supervisors agrees to convene an extraordinary general meeting of shareholders, it shall do so after receiving the amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
A notice to convene a shareholders' meeting shall be issued within 5 days of the request. Changes to the original proposal in the notice shall be subject to the consent of the relevant shareholders. Changes to the original proposal shall be subject to the consent of the relevant shareholders. meaning.
If the Board of Supervisors fails to issue a notice of the general meeting of shareholders within the prescribed period, and the Audit Committee fails to issue a notice of the general meeting of shareholders within the prescribed period, it shall be deemed that the Board of Supervisors has not convened and presided over the general meeting of shareholders. Shareholders holding more than 10% of the shares can convene and host the meeting on their own.
Article 49 If the Board of Supervisors or shareholders decide to convene a general meeting of shareholders on their own, Article 54 If the audit committee or shareholders decide to convene a general meeting of shareholders on their own, they must notify the board of directors in writing, and at the same time notify the board of directors in writing and file with the stock exchange. Filing on the stock exchange.
Before the resolution and announcement of the general meeting of shareholders, the shareholding ratio of the convening shareholder shall not be less than 10%. must be less than 10%.
The convening shareholder shall submit the relevant certification notice and the announcement of the resolution of the shareholders' meeting to the Shenzhen Securities Exchange when issuing the notice of the shareholders' meeting and the audit committee or the convening shareholder. Relevant supporting materials submitted.
Article 50 For shareholders’ meetings convened by the Board of Supervisors or shareholders themselves, the Board of Directors and the Secretary of the Board of Directors will cooperate. At the shareholders' meeting of the board of directors, the board of directors and the secretary of the board of directors shall provide the board of directors with the shareholder list on the equity registration date. combine. The board of directors should provide the names of shareholders on the equity registration date
book.
Article 51 For meetings convened by the Board of Supervisors or shareholders themselves, Article 56 For meetings convened by the Audit Committee or shareholders themselves, the necessary expenses for the meetings shall be borne by the Company. Shareholders' meeting, the necessary expenses for the meeting shall be borne by the company.
Article 53 When a company convenes a general meeting of shareholders, the board of directors, supervisory committee, and shareholders who individually or jointly hold more than 3% of the company's shares have the right to propose proposals to the company. Shareholders holding shares have the right to make proposals to the company. Shareholders who individually or collectively hold more than 3% of the company's shares. Shareholders who individually or collectively hold more than 1% of the company's shares may make a temporary proposal 10 days before the shareholders' meeting. They may make a temporary proposal 10 days before the shareholders' meeting and submit it in writing to the convener. The convener shall receive the proposal and submit it in writing to the convener. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal, and shall issue a supplementary notice of the general meeting of shareholders within 2 days after announcing the temporary proposal, announcing the contents of the temporary proposal. content of the proposal, and submit the interim proposal to the shareholders’ meeting for review on the amendment to the Articles of Association of Fu’an Pharmaceutical (Group) Co., Ltd.
Except for the circumstances specified in the preceding paragraph, the convener shall issue a shareholders' meeting. However, after the temporary proposal violates the laws, administrative regulations or the notice and announcement of the association, the provisions of the company's articles of association in the notice of the general meeting of shareholders may not be modified, or the proposal does not fall within the scope of powers of the shareholders' meeting or the addition of new proposals. Except.
If the notice of the shareholders' meeting is not listed in or does not comply with the provisions of the Articles of Association. Except for the circumstances specified in the preceding paragraph, the convener shall not modify the proposals listed and resolved in the notice of the shareholders' meeting or add new proposals after the notice is announced.
Proposals that are not listed in the notice of the shareholders' meeting or do not comply with the provisions of Article 57 of the Articles of Association shall not be voted on at the shareholders' meeting and
Make a resolution.
Article 56 If the shareholders’ meeting intends to discuss the election of directors and supervisors, Article 61 If the shareholders’ meeting intends to discuss the election of directors, the notice of the shareholders’ meeting will fully disclose the details of the directors and supervisors candidates, including at least the following details:
Content: (1) Educational background, work experience, part-time job and other personal information
(1) Educational background, work experience, part-time job and other personal information;
(2) With the company or the company’s controlling shareholders and actual
(2) Whether there is a related relationship with the company or the company’s controlling shareholder and actual controller;
Whether the controller has a related relationship; (3) The number of shares held by the company;
(3) Disclose the number of shares held in the company; (4) Whether it has been approved by the China Securities Regulatory Commission and other relevant departments
(4) Whether you have been punished by the China Securities Regulatory Commission and other relevant departments or the stock exchange.
penalties and stock exchange sanctions. In addition to adopting a cumulative voting system to elect directors, each candidate for director shall submit a separate proposal, except for adopting a cumulative voting system to elect directors and supervisors.
Candidates for directors and supervisors shall be submitted as individual proposals.
Article 60 If an individual shareholder attends a meeting in person, he or she shall present his or her ID card or other valid documents or certificates that can indicate his or her identity, or a stock account card; if an individual shareholder attends the meeting on behalf of another person, he or she shall present his or her valid ID card, stock account card, or other valid documents or certificates that can indicate his or her identity. Power of attorney. Legal person shareholders shall be represented by a legal representative or an agent authorized by the legal representative to attend the meeting. The legal representative shall attend the meeting and the authorized agent shall attend the meeting. If the legal representative attends the meeting, he or she should present his or her ID card and be able to prove that he or she has the Amendment to the Articles of Association of Fafuan Pharmaceutical (Group) Co., Ltd.
If a meeting is held, the agent shall present his/her identity card and a valid certificate proving that he or she has the qualifications of a legal representative; a valid certificate of the representative's qualifications for the representative to attend the meeting; if an agent is appointed to attend the meeting, the agent shall present his/her identity card and a legal representative's written authorization issued by the legal representative of the shareholder unit in accordance with the law.
Power of attorney.
Article 61 A power of attorney issued by a shareholder to authorize another person to attend the general meeting of shareholders shall state the following content: The power of attorney issued by a shareholder to authorize another person to attend the general meeting of shareholders shall state the following content:
(1) The name of the agent; (1) The name of the principal and the number of company shares held
(2) Whether it has voting rights; the category and quantity;
(3) Separately review each item included in the agenda of the general meeting of shareholders. (2) The name of the agent;
Instructions to vote for, against or abstain from voting on matters; (3) Specific instructions from shareholders, including voting for inclusion in the shareholders’ meeting
(4) Date of issuance and validity period of the power of attorney; vote for, against or abstain from voting on each item to be considered on the agenda
(5) Signature (or seal) of the client. Instructions that the principal is a legal person;
If it is a shareholder, it should be stamped with the seal of the legal entity. (4) The date of issuance and validity period of the power of attorney;
(5) Signature (or seal) of the client. client law
If the shareholder is a shareholder, the seal of the legal entity shall be affixed.
Article 62 The power of attorney shall indicate that if the shareholder fails to
Specific instructions, whether the shareholder agent can act according to his own wishes
Think about voting.
Article 64 The meeting register of persons attending the meeting shall be prepared by the company. Article 68 The meeting register of persons attending the meeting shall be prepared by the company. The company is responsible for making the meeting register indicating the participants. The meeting register shall contain the names (or names of units) of participants, ID numbers, names of domiciles (or names of units), ID numbers, holding addresses, the number of shares held or represented with voting rights, the number of shares held or represented with voting rights, the principal's surname, the name of the agent (or name of the company), and other matters. Name (or unit name) and other matters.
Article 66 When the general meeting of shareholders is convened, all the directors, senior management directors, supervisors and secretary of the board of directors of the company shall attend the meeting as required by the shareholders' meeting. If the general manager shall attend the meeting as non-voting delegates, the directors, senior management personnel, manager and other senior management personnel shall attend the meeting as non-voting delegates. When attending and accepting questions from shareholders.
Article 67 The general meeting of shareholders shall be chaired by the chairman of the board of directors. Directors Article 71 The shareholders’ meeting shall be chaired by the chairman of the board. When the Chairman is unable or fails to perform his duties, the Deputy Director shall be appointed. When the Chairman is unable or fails to perform his duties, the Deputy Director shall be appointed by Fu'an Pharmaceutical (Group) Co., Ltd.
If the chairman presides over the meeting and the vice chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting. Presiding over affairs.
The shareholders' meeting convened by the Board of Supervisors on its own initiative shall be chaired by the Chairman of the Board of Supervisors. The shareholders' meeting convened by the Audit Committee on its own initiative shall be presided over by the Audit Committee. If the chairman of the supervisory board is unable to perform his duties or fails to perform his duties, the convenor shall preside over the meeting. If the convener of the Audit Committee is unable to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the duties; or if the convener fails to perform his duties, more than half of the Audit Committee shall preside. A member of the audit committee jointly elected by the members of the general meeting of shareholders shall be elected by the convenor as a proxy for the general meeting of shareholders convened by the principal shareholder.
Table host. When a shareholders' meeting is convened by a shareholder on his or her own initiative, the convenor or other person recommends that the meeting be presided over by a representative in violation of the rules of procedure.
When convening a shareholders' meeting, the presiding officer of the meeting violates the rules of procedure and obtains the consent of more than half of the shareholders with voting rights. With the approval of more than half of the shareholders with voting rights, the shareholders' meeting can recommend
One person serves as the moderator and the meeting continues.
Article 68 The company formulates the rules of procedure for the shareholders' meeting. Article 72 The company formulates the rules of procedure for the shareholders' meeting, which stipulates the convening and voting procedures of the shareholders' meeting in detail, including the convening, convening and voting procedures of the shareholders' meeting, including notification, registration, consideration of proposals, voting, counting of proposals, voting, counting of votes, announcement of decision results, formation of meeting resolutions, and meeting minutes. The announcement of voting results, the formation of meeting resolutions, meeting minutes and their signatures, announcements, etc., as well as the shareholders' meeting's directors' minutes, their signatures, announcements, etc., as well as the authorization principles for the board of directors at the shareholders' meeting, and the authorization content should be clear and specific. The authorization principles of the board of directors and the content of authorization should be clear and specific. The rules of procedure of the general meeting of shareholders shall be included as an attachment to the articles of association, and shall be drawn up by the board of directors and approved by the general meeting of shareholders. Drafted and approved by shareholders meeting
Article 69 At the annual general meeting of shareholders, the board of directors and supervisory committee shall make a report to the general meeting of shareholders on its work in the past year. Every report is made. Each independent director should also make a performance report. Independent directors should also make a performance report.
tell.
Article 70 Directors, supervisors and senior managers hold shares. Article 74 Directors and senior managers shall provide explanations and explanations to shareholders’ inquiries and suggestions at the general meeting of shareholders. illustrate.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Article 72 The shareholders' meeting shall have minutes, which shall be kept by the secretary of the board of directors. Article 76 The shareholders' meeting shall have minutes, which shall be kept by the secretary of the board of directors. The minutes of the meeting record the following: The secretary of the meeting is responsible. The minutes of the meeting record the following:
(1) Meeting time, place, agenda and name of the convener (1) Meeting time, place, agenda and name of the convener; or name;
(2) Names of the host of the meeting and directors, supervisors, general managers and other senior managers who attended or attended the meeting; names of directors and 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; proportion;
(4) The deliberation process of each proposal, the key points of the speech, and the voting results; the voting results;
(5) Inquiries or suggestions from shareholders and corresponding replies or explanations; (5) Inquiries or suggestions from shareholders and corresponding replies or explanations;
(6) Names of lawyers, counters, and scrutineers; (6) Names of lawyers, counters, and scrutineers;
(7) Other contents that should be included in the meeting minutes as stipulated in this Articles of Association (7) Other contents that should be included in the meeting minutes as stipulated in this Articles of Association. content.
Article 73 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. Article 77 The convener shall ensure that the contents of the meeting minutes are true, accurate and complete. directors and supervisors who attended the meeting, true, accurate and complete. The directors attending the meeting, the secretary to the board of directors, the convener or his representative, and the presiding officer of the meeting shall sign on the meeting minutes. The meeting minutes should be signed with the current meeting minutes. The minutes of the meeting shall be kept together with the signature booklet of shareholders present on site and the power of attorney for their proxies, as well as the valid information on online voting and other voting methods, and shall be kept for a period of 10 years. Shelf life is 10 years
Article 75 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. Article 79 The resolutions of the shareholders' meeting are divided into ordinary resolutions and special resolutions. Don't decide.
Ordinary resolutions made by the general meeting of shareholders shall be passed by more than half of the voting rights held by shareholders (including proxies of shareholders) present at the general meeting of shareholders. Number passed.
Special resolutions made by the general meeting of shareholders shall be made by those present at the general meeting. Amendments to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
The resolution was passed by more than 2/3 of the voting rights held by shareholders (including shareholders’ proxies) at the meeting. The above passed.
Article 76 The following matters shall be passed by ordinary resolutions at the general meeting of shareholders. Article 80 The following matters shall be passed by ordinary resolutions at the general meeting of shareholders: Passed:
(1) Work reports of the Board of Directors and the Board of Supervisors; (1) Work reports of the Board of Directors;
(2) The profit distribution plan and loss compensation plan formulated by the board of directors; (2) The profit distribution plan and loss compensation plan formulated by the board of directors;
(3) Appointment and removal of members of the Board of Directors and the Board of Supervisors and their remuneration (3) Appointment and removal of members of the Board of Directors and their remuneration and payment methods; Law;
(4) The company’s annual budget plan and final account plan; (4) The company’s annual budget plan and final account plan;
(5) The company’s annual report; (5) The company’s annual report;
(6) Except as stipulated by laws, administrative regulations or these Articles of Association, matters other than those that should be passed by special resolutions.
Article 77 The following matters shall be passed by the shareholders' meeting by special resolution. Article 81 The following matters shall be passed by the shareholders' meeting by special resolution: Passed:
(1) The company increases or decreases its registered capital; (1) The company increases or decreases its registered capital;
(2) The division, merger, dissolution and liquidation of the company; (2) The division, spin-off, merger, dissolution and liquidation of the company
(3) Modification of this Articles of Association; calculation;
(4) The company purchases or sells major assets within one year or (3) Modification of this Articles of Association;
(4) The company purchases or sells 30% of major assets or properties within one year; or the amount of guarantee provided to others exceeds the company's most recent audited total capital.
(5) Equity incentive plan; 30% of the audited total assets;
(6) Adjustment of profit distribution policy (5) Equity incentive plan;
(7) As stipulated in laws, administrative regulations or these Articles of Association, in order to (6) Adjustment of profit distribution policy
(7) Other matters that are stipulated in laws, administrative regulations or these Articles of Association and have a significant impact and need to be passed by special resolutions and are determined by ordinary resolutions by the shareholders' meeting to be significant to the company. Other matters of great impact that require special resolutions
item.
Article 78 Shareholders (including shareholders’ agents) shall use their rights for their own purposes. Article 82 Shareholders (including shareholders’ agents) shall use their rights for their own rights.
The number of shares with voting rights represented exercises voting rights, and one share is entitled to one vote. Each share is entitled to one vote.
The shares of the company held by the company have no voting rights, and the shares of the company held by the company do not have voting rights, and these shares are not included in the total number of shares with voting rights in the general meeting of shareholders. total.
When the shareholders' meeting considers major matters affecting the interests of small and medium-sized investors, the votes of the small and medium-sized investors shall be counted separately. When making an item, 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 results of the sole vote count should be disclosed to the public in a timely manner.
If the board of directors, independent directors, or shareholders holding more than 1% of the company's voting shares violate the provisions of paragraphs 1 and 2 of Article 63 of the "Securities Shareholders" or in accordance with the provisions of paragraphs 1 and 2 of Article 63 of the Law, Administrative Regulations or National Law, the 36 individual protection agencies established by the securities regulatory agency of the State Council for investments exceeding the prescribed proportion after the purchase of the shares may act as collectors, either on their own initiative or through entrustment. Voting rights shall not be exercised within the month, and shall not be counted in the total number of shares with voting rights attended by securities companies and securities service institutions that attend shareholders' meetings and publicly apply for listing.
The shareholders of the company entrust them to attend the general meeting of shareholders on their behalf and act on their behalf. The board of directors, independent directors, and shareholders holding more than 1% of the voting rights have the right to propose proposals, vote, and other shareholder rights. Shareholders soliciting shareholders to vote for shares or in accordance with laws, administrative regulations or voting rights shall fully disclose specific voting intentions to the persons being solicited. The investor protection agency established in accordance with the provisions of the Securities Commission of the People's Republic of China may disclose other information to the solicitor. It is prohibited to use paid or disguised paid methods to publicly solicit shareholders' voting rights and collect shareholders' voting rights by acting as collectors. Shareholders' voting rights should fully disclose specific voting intentions and other information to the persons being solicited. It is prohibited to collect voting rights from shareholders through paid or disguised payment methods. Except for statutory conditions, the company shall not set a minimum shareholding ratio limit for soliciting voting rights.
system.
Article 80 When the shareholders’ meeting considers related matters related to related transactions, Article 84 When the shareholders’ meeting considers related matters related to related transactions, the avoidance and voting procedures of related shareholders are:
(1) The board of directors shall make a judgment based on the provisions of the Shenzhen Stock Exchange GEM Stock Listing Rules (hereinafter referred to as the "Listing Rules") and whether the relevant matters to be submitted to the shareholders' meeting for consideration constitute related transactions. When making the judgment, they shall When making a judgment, the shareholders and shareholding amounts shall be based on the equity registration date. The shareholders and shareholding amounts shall be based on the equity registration date. Amendment to the Articles of Association of Jifuan Pharmaceutical (Group) Co., Ltd.
benchmark; standard;
(2) According to the judgment of the board of directors, the matter to be submitted to the shareholders' meeting for consideration (2) According to the judgment of the board of directors, the matter to be submitted to the shareholders' meeting for consideration constitutes a related transaction. The board of directors shall notify the relevant related shareholders in writing that the matter constitutes a related transaction. If the shareholder has no objection, he or she should apply for joint shareholder status. If the shareholder has no objection, he should reply to the board of directors in writing on whether he applies for exemption. If the exemption is granted, the transaction intention should be submitted to the company's board of directors one working day before the shareholders' meeting. The approval document from the exchange should be submitted to the company's board of directors one working day before the shareholders' meeting. If the shareholder has an approval document, submit it to the company's board of directors. If the shareholder has any objections, he shall reply to the board of directors and supervisors with written opinions. The relevant board of directors shall decide whether the relevant matters constitute related transactions or not. Whether the relevant matters constitute related transactions shall be decided by the board of directors before the shareholders' meeting. Make decisions before opening;
(3) Without being notified by the board of directors, but before the shareholders' meeting considers related party transactions, the related shareholders should explain the related party transactions and their impact on the company to the shareholders' meeting, and should actively recuse themselves; other shareholders, directors, and supervisors should actively recuse themselves; other shareholders and directors have the right to apply to the auditors and have the right to apply to the board of supervisors for the avoidance of related shareholders. The committee's application for withdrawal from related shareholders shall be decided by the Audit Committee and Supervisory Board; the meeting shall decide;
(4) When the shareholders' meeting votes on the related transactions, after deducting the number of shares with voting rights represented by the related shareholders, the non-related shareholders attending the shareholders' meeting shall vote according to the number of shares in accordance with the provisions of Article 78 of this Article. The voting shall be carried out in accordance with the provisions of Article 82 of the Articles of Association. After the shareholders' meeting, other shareholders discover that the related shareholders participated in the voting on matters related to related transactions, or have objections to whether voting on matters related to related transactions should be made, or whether disqualification should be applied. Those who have objections to the relevant resolutions based on public disqualification have the right to file a lawsuit with the People's Court regarding the relevant resolutions in accordance with the provisions of the company's articles of association. File a lawsuit with the People's Court in accordance with the provisions of the Articles of Association.
Article 82 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 hand over the management of all or important business of the company to that person unless approved by a special resolution of the general meeting of shareholders. contract.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Article 83 The list of candidates for directors and supervisors shall be submitted to the general meeting of shareholders for voting in the form of proposals. Article 87 The list of candidates for directors shall be submitted to the general meeting of shareholders for voting. Submit to shareholders' meeting for vote.
When the shareholders' meeting votes on the election of directors and supervisors, the cumulative voting system shall be adopted in accordance with the provisions of these Articles or the resolution of the shareholders' meeting. The voting of independent directors and non-independent directors shall be based on the cumulative voting system. Don't proceed.
The board of directors shall announce to shareholders the resumes, resumes and basic information of candidate directors and supervisors. Basic situation.
The methods and procedures for nomination of candidate directors and supervisors are as follows: The methods and procedures for nomination of candidate directors are as follows:
(1) Candidates for non-independent directors are recommended to the board of directors by directors, shareholders individually or collectively holding more than 3% of the shares. Shareholders holding more than 1% of the shares will make nominations and recommendations to the board of directors, and the shareholders holding more than 1% of the shares will nominate and recommend to the board of directors. The board of directors will conduct a qualification review and be recommended by the securities regulatory department. After the board of directors conducts a qualification review and has no objections after being verified by the securities regulatory department, it will be submitted to the shareholders' meeting for election.
After being reviewed by the general public and there is no objection, it will be submitted to the general meeting of shareholders for election; except for the cumulative voting system, the general meeting of shareholders will conduct a review of all proposals.
(2) The shareholder representatives among the candidates for supervisors will be voted on item by item by the Board of Supervisors. If there are different proposals for the same matter, voting will be carried out in the chronological order in which shareholders individually or jointly holding more than 3% of the shares submitted proposals to the Board of Supervisors. Except for the suspension of the shareholders' meeting or the inability to make a resolution on the election of the shareholders' meeting due to special reasons such as force majeure and recommendation by the board of supervisors after qualification review by the board of supervisors, the shareholders' meeting will not shelve the proposal or not vote on the employee representative supervisor candidates in the board of supervisors.
Democratically elected by workers. The term “cumulative voting system” as mentioned in these Articles of Association refers to the method used by the shareholders’ meeting to elect directors.
At the time of the event, each share has the same number of directors as the number of directors to be elected.
Article 84 In addition to the cumulative voting system, voting rights will be assigned to shareholders at general meetings, and the voting rights held by shareholders can be used collectively. All proposals will be voted on item by item. If there is any disagreement on the same matter, if the employee representatives on the board of directors pass the same proposal from the company's employees, it will be voted on in the representative meeting, workers' meeting or other forms of democratic elections in the order in which the proposals are submitted. Unless the shareholders' meeting is held due to force majeure or other special reasons, it does not need to be submitted to the shareholders' meeting for review.
Unless resolutions are suspended or unable to be made, the general meeting of shareholders will not use the cumulative voting system. The specific methods for using the cumulative voting system are as follows:
The proposal is put on hold or not voted on. (1) Calculation method of cumulative votes
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
The cumulative voting system as mentioned in these articles of association refers to the election of shareholders' meeting. 1. When the voting shares held by each shareholder are multiplied by the number of directors or supervisors, each share has the same voting rights as the number of directors to be elected at the shareholders' meeting, and the cumulative number of votes owned by the shareholder for this vote.
Decision-making power can be centralized. 2. When the shareholders’ meeting conducts multiple rounds of elections, the specific usage method of the cumulative voting system for each round shall be as follows: The number of elected directors shall be recalculated to the cumulative votes of shareholders.
(1) Calculation method of cumulative voting votes Number of votes.
The product of the voting shares held by each shareholder multiplied by the number of shareholders, independent directors of the company, and directors to be elected at this shareholders’ meeting shall be the cumulative number of votes cast by the scrutineers, witnessing lawyers, or notaries of the notary office for the announcement of the conclusion of this vote. If there are any objections, they should be checked immediately.
When the shareholders’ meeting conducts multiple rounds of elections, each voting method shall be
The number of elected directors in the round-robin election is recalculated in the shareholder cumulative table. Each shareholder can calculate the cumulative number of votes according to his or her own wishes (the number of votes to be cast by the proxy. Comply with the instructions in the authorization letter of the principal).
- Any shareholder, independent director of the company, supervisor of the company, individually or collectively vote for any one director candidate. If the scrutineer, witnessing lawyer or notary public shareholder of this general meeting of shareholders votes for more than two director candidates, and the equalizer has no objection to the announced result, the number of votes should be immediately averaged, but the sum of their separate votes can only be equal to yes. or less than its cumulative number of votes, otherwise, its voting
(2) Voting method is invalid.
Each shareholder can, according to his or her own wishes (the agent should follow the instructions of the principal's authorization letter based on the number of votes obtained by all candidates after the voting), vote the cumulative number of votes, limited to the number of directors to be elected, from high to low, individually or collectively to any one director candidate. If an elected director is elected at the same time, but the votes received by the director candidates do not have to be divided equally when shareholders vote for more than two director candidates. At the same time, the votes must exceed more than half of the voting rights held by shareholders attending the shareholders' meeting (including shareholders who allocate votes equally, but the sum of their respective votes can only be equal to the proxy) to be elected. or less than its cumulative number of votes, otherwise, its vote will be invalid. (3) The elected directors will be elected in order from high to low. If the number of directors to be elected cannot reach the number of directors to be elected, the matter will be handled according to the number of votes received by all candidates after the voting is completed as follows:
The number of directors to be elected is limited to the number of directors to be elected, from high to low. 1. If the number of elected directors is less than the number of directors to be elected, then elected directors will be elected, but the director candidates will be elected automatically based on the votes received by the director candidates. The remaining candidate votes must also exceed more than half of the voting rights held by shareholders attending the shareholders' meeting (including shareholders).
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Choose. 2. After three rounds of elections at the shareholders’ meeting, the statutory requirements still cannot be met.
(3) The minimum number of elected directors shall be determined in descending order of votes. The original directors cannot resign, and if the number of directors cannot reach the number of directors to be elected, the board of directors shall meet within fifteen days according to the following circumstances, and reconvene the shareholders' meeting to handle the situation concurrently: Re-election of candidates for vacant directors, election at the previous shareholders' meeting
- If the number of elected directors is less than the number of elected directors, the newly elected directors will still be valid, but their term shall be based on the elected director candidates who are automatically elected. The remaining candidates can take office only when the number of newly elected directors reaches the legal minimum, and the shareholders' meeting will conduct a re-election vote and the above number of directors is reached.
Provides for the determination of elected directors.
- After three rounds of elections at the general meeting of shareholders, it still cannot meet the statutory requirements.
the minimum number of directors, the original director cannot leave office, and
The board of directors shall meet within fifteen days and convene the general meeting of shareholders again.
meeting and re-elect candidates for vacant directors, the previous general meeting of shareholders
The newly elected directors elected by the general meeting will still be effective, but their terms of office
The deadline shall be postponed until the number of newly elected directors reaches the statutory maximum
Can only take office when the number of directors is low.
Article 88 Before the shareholders’ meeting votes on a proposal, 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. The review committee shall elect two shareholder representatives to participate in the counting and supervision of votes. If the matters under consideration have an interest in shareholders, the relevant shareholders and agents shall not participate in the counting or supervision of votes. No one is allowed to participate in the counting or scrutinizing of votes.
When the shareholders' meeting votes on a proposal, the lawyer, the shareholders' representative and the supervisor's representative 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 voting results, and the voting results of the resolution shall be recorded in the meeting minutes. Minutes of meeting. Shareholders of the company who vote online or by other means or their proxies have the right to check their own proxies through the corresponding voting system, and have the right to check their own voting results through the corresponding voting system.
voting results. The on-site closing time of the shareholders' meeting shall not be earlier than the online or other method. The presiding officer of the meeting shall announce the voting method of each proposal. The presiding officer of the meeting shall announce the status and results of each proposal, and declare whether the proposal is rejected based on the voting results, and declare the proposal is passed based on the voting results.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
No passed. Before the voting results are officially announced, the companies, vote counters, listed companies, scrutineers, major shareholders, network service providers and other relevant parties involved in the shareholders' meeting on site, online and other voting methods are obliged to keep the voting information confidential.
All parties involved have an obligation to keep the voting information confidential.
Article 93: If the shareholders’ meeting approves the relevant directors and supervisors, Article 96: If the shareholders’ meeting passes the proposal for the election of directors, the new directors or supervisors will take office on the day the resolution of the shareholders’ meeting is passed. day.
Article 95 A director of a company who is a natural person cannot serve as a director of the company if he or she has the following circumstances. Article 98 A director of a company who is a natural person who has one of the following circumstances cannot serve as a director of the company:
(1) Having no capacity for civil conduct or having limited capacity for civil conduct; (1) Having no capacity for civil conduct or having limited capacity for civil conduct;
(2) Because of corruption, bribery, misappropriation of property, misappropriation of property or undermining the socialist market economic order, being sentenced to prison or undermining the socialist market economic order, being sentenced to a criminal penalty, and the execution period has not been more than 5 years, or deprived of political punishment due to the crime, or deprived of political rights due to the crime, the execution period has expired, and the execution period has not been more than 5 years; if the execution period has not been more than 5 years, the probation period has expired.
(3) It has not been more than 2 years since the date of serving as a director or director of a company or enterprise that went bankrupt and liquidated;
(3) If the director or general manager of the company or enterprise is responsible for the bankruptcy of the company or enterprise, it has not been more than 3 years since the bankruptcy liquidation of the company or enterprise was completed; (3) If the director or manager is personally responsible for the bankruptcy of the company or enterprise;
(4) It has not been more than 3 years since the date when the business license was revoked or ordered to be detained due to violation of laws;
(4) If the legal representative of a closed company or enterprise has been personally liable for a violation of the law and has had its business license revoked or ordered to close, it has not been more than 3 years since the company or enterprise was revoked.
(5) A relatively large amount of personal debt is due and has not been paid off, and it has not been more than 3 years since the date of ordering closure;
(5) Large amounts of personal debts are due and unpaid.
(6) Being banned from the securities market by the China Securities Regulatory Commission and listed as a person subject to execution for dishonesty by the People’s Court;
The time limit has not expired; (6) The China Securities Regulatory Commission has taken measures to prohibit entry into the securities market.
(7) The time limit for the measures stipulated in laws, administrative regulations or departmental rules has not expired;
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
other content. (7) If a person is publicly determined by the stock exchange to be unfit to serve as a director elected or appointed in violation of the provisions of this article, the election, appointment or appointment of a director or senior manager of a listed company before the expiration of the time limit shall be invalid. The director has this problem during his term of office;
Under these circumstances, the company will terminate his position. (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. The occurrence of this issue during the term of office of a director
Under such circumstances, the company shall terminate his duties and cease his performance of duties.
Article 96 Directors shall be elected or replaced by the shareholders' meeting. Article 99 Directors shall be elected or replaced by the shareholders' meeting and may be removed from their posts by the shareholders' meeting before the expiration of their term. He may be removed from office by the shareholders' meeting before the expiration of his term. Directors are elected for a three-year term and may be re-elected upon expiration of their term. The term of office is 3 years and can be re-elected upon expiration of the term.
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 the director's term of office expires and the director fails to change his term in time, the term shall expire. 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 laws, administrative regulations, department rules and these Articles of Association. regulations to perform the duties of a director.
Directors may be concurrently held by general managers or other senior managers, but the total number of directors who concurrently hold the position of general manager or other senior managers and directors who are employee representatives shall not exceed the total number of directors of the company, and the total number shall not exceed 1/2 of the total number of directors of the company. 1/2.
There are no employee representatives on the company's board of directors.
Article 97 Directors shall abide by laws and administrative regulations. Article 100 Directors shall abide by laws, administrative regulations and these Articles of Association, and shall have the following fiduciary obligations to the company: According to this Articles of Association, directors shall abide by fiduciary obligations to the company and shall take measures to
(1) No one shall take advantage of his or her authority to accept bribes or other illegal measures to avoid conflicts between his or her own interests and the interests of the company, and shall not use his or her income to misappropriate the company's property; or seek improper benefits through his or her authority.
(2) No misappropriation of company funds is allowed; Directors have the following loyalty obligations to the company:
(3) Company assets or funds shall not be used in his or her own name.
(4) Shall not violate the provisions of these Articles of Association by opening an account for storage in his or her own name without the general meeting of shareholders;
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
With the approval of the meeting or the board of directors, lend company funds to others or (3) Shall not use their authority to bribe or accept other illegal persons to use company property to provide guarantee for others; Income;
(5) Shall not violate the provisions of these Articles of Association or enter into a transaction with the Company without reporting to the Board of Directors or the Shareholders' Meeting, and failing to comply with the approval of the meeting;
(6) Without the consent of the general meeting of shareholders, no one shall take advantage of his position, and shall not directly or indirectly enter into a contract or benefit with the company to obtain business for himself or others that should belong to the company;
Opportunities, self-operated or operated for others similar to the company. (5) Do not take advantage of your position to seek business for yourself or others; take business opportunities belonging to the company, but report to the board of directors or shareholders
(7) Commissions from transactions with the company shall not be accepted and attributed to the shareholders. The shareholders’ meeting shall report and pass the resolution of the shareholders’ meeting, or the company shall not; In accordance with the provisions of laws, administrative regulations or these articles of association, it shall not be allowed to
(8) Company secrets shall not be disclosed without authorization; except to take advantage of the business opportunity;
(9) Shall not use its related relationships to harm the interests of the company; (6) Failure to report to the board of directors or shareholders’ meeting and obtain approval from shareholders
(10) Laws, administrative regulations, departmental rules and this Articles of Association shall not be self-operated or operated for others and other loyalty obligations stipulated by the East Council resolution. Similar business of the company;
The income earned by directors in violation of the provisions of this article shall belong to the company. (7) They shall not accept commissions from other people's transactions with the company as their own; if they cause losses to the company, they shall bear the liability for compensation;
Ren. (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.
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 business with the company.
For transactions, the provisions of Item (4) of Paragraph 2 of this Article shall apply.
Article 98 Directors shall abide by laws and administrative regulations. Article 101 Directors shall abide by laws and administrative laws. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
In accordance with these Articles of Association, we have the following diligent obligations towards the company: In accordance with these Articles of Association, we have the obligation of diligence towards the company and perform our duties.
(1) The duties assigned by the company should be performed prudently, conscientiously and diligently, and the usual rights of managers should be exercised in the best interests of the company to ensure that the company's business behavior complies with national laws and due reasonable care.
In accordance with laws, administrative regulations and various national economic policies, directors have the following diligence obligations towards the company:
According to the requirements, commercial activities shall not exceed the business scope specified in the business license. (1) The rights granted by the company shall be exercised carefully, conscientiously and diligently to ensure that the company’s business activities comply with national laws.
(2) All shareholders should be treated fairly; comply with the requirements of laws, administrative regulations and various national economic policies;
(3) Keep abreast of the company's business operation and management status; Requirements that commercial activities do not exceed the business scope stipulated in the business license
(4) Should sign a written confirmation of the scope of the company’s regular reports;
See you. Ensure that the information disclosed by the company is true, accurate and complete (2) All shareholders should be treated fairly;
(3) Keep abreast of the company’s business operations and management status;
(5) Shall truthfully provide relevant information and information to the Board of Supervisors. (4) Shall sign a written confirmation of the company’s regular reports and shall not hinder the Board of Supervisors or supervisors from exercising their powers; Ensure that the information disclosed by the company is true, accurate and complete
(6) Integration of laws, administrative regulations, departmental rules and this Articles of Association;
Other diligent obligations as prescribed (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) Laws, administrative regulations, departmental rules and this Articles of Association
Other duties of diligence stipulated.
Article 101 A director may resign before the expiration of his term. Article 104 A director may resign before the expiration of his term. Directors who resign shall submit a written resignation to the Board of Directors. Directors who resign should submit a written resignation report to the company. The board of directors will disclose the relevant situation within 2 days. The resignation will take effect on the date the company receives the resignation report. If the company's board of directors falls below the statutory level due to the resignation of a director, the company will disclose the relevant situation within 2 trading days.
If the company's board of directors is lower than the legal limit due to the resignation of a director, the original directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and this minimum number of directors before the re-elected directors take office. Directors shall still perform their duties as directors in accordance with laws, administrative regulations, departmental rules and the Articles of Association except for the circumstances listed in the preceding paragraph.
Effective upon reaching the board of directors.
Article 102 When a director's resignation takes effect or his term expires, Article 105 When a director's resignation takes effect or his term expires, he shall complete all transfer procedures to the board of directors. If he is satisfied with the company, he shall complete all transfer procedures with the board of directors. If he is satisfied with the company, he shall complete all transfer procedures with the board of directors.
The duty of loyalty borne by the company and its shareholders shall not be terminated upon the expiration of the term of office. Its obligation to keep the company's business and technology confidential will not be automatically terminated. His obligation to keep the company's business and technology confidential remains valid after his term of office ends until the secret becomes public information. The Company will disclose information during the duration of other fiduciary obligations. The duration of other duties of loyalty will be determined by the company in accordance with the principles of equity, but at least until the resignation of the director is effective; or determined in accordance with principles of equity, but at least two years after the expiration of the term of office of the director whose resignation is effective. Or it will remain valid for two years from the expiration date of the 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.
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 of office without justifiable reasons, the director shall
You can ask the company for compensation.
Article 104 Directors violate laws when performing company duties. Article 108 If directors perform company duties and cause damage to others in accordance with laws, administrative regulations, departmental rules or these Articles of Association, the company will be liable for compensation; if directors cause losses to the company, they shall be liable for compensation. Those who are intentional or grossly negligent shall also be liable for compensation.
Directors violate laws, administrative regulations, departmental rules or the provisions of these Articles of Association when performing their duties, causing losses to the company
, shall bear liability for compensation.
Article 107 The Board of Directors shall consist of nine directors, and Article 109 The Board of Directors shall consist of nine directors, including three independent directors. There shall be one chairman, three vice-chairmen, three independent directors, and one employee representative director. The board of directors has an audit committee, remuneration and appraisal committee. There shall be one chairman and one vice chairman.
Committee, Strategy Committee, Nominating Committee. Audit Committee
Members of the committee should not be senior managers of the company
of directors, among which the independent directors should be more than half, and the majority should be
Accounting professionals among independent directors serve as conveners. Nominate
Independent directors on the committee, remuneration and appraisal committee shall
majority and serves as convener.
The Audit Committee is responsible for reviewing the company’s financial information and its disclosures.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
To disclose, supervise and evaluate 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 and periodic 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 the company's articles of association.
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 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) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;
(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 the company's articles of association.
The main responsibilities of the Strategy Committee are:
(1) Conduct research and make suggestions on the company’s long-term development strategic plan;
(2) Amendments to the articles of association of Fu'an Pharmaceutical (Group) Co., Ltd. that require approval by the board of directors as required by the company's articles of association
Foreign investment, acquisition and sale of assets, asset mortgage, external guarantee
insurance matters, entrusted financial management, related transactions, financing plans and
Conduct research and make recommendations on major issues such as development strategies;
(3) Conduct research on other major matters affecting the company’s development
Research and make recommendations;
(4) Inspect the implementation of the above matters;
(5) Other matters authorized by the board of directors.
The Nomination Committee is responsible for formulating the nomination of directors and senior management personnel.
Selection criteria and procedures for directors and senior managers
conduct selection and review of candidates and their qualifications, and conduct the following
Make recommendations to the Board of Directors on:
(1) Nominate or appoint or remove directors;
(2) Appoint or dismiss senior managers;
(3) Laws, administrative regulations, provisions of the China Securities Regulatory Commission and
Other matters stipulated in the company's articles of association.
Article 108 The Board of Directors shall exercise the following powers: Article 112 The Board of Directors shall exercise the following powers:
(1) Convene the shareholders’ meeting and report work to the shareholders’ meeting; (2) Implement the resolutions of the shareholders’ meeting;
(2) Implement the resolutions of the general meeting of shareholders; (3) Decide on the company’s business plan and investment plan;
(3) Decide on the company’s business plan and investment plan; (4) Decide on the company’s annual financial budget plan and final accounts
(4) Formulate the company’s annual financial budget plan and final accounts plan;
Plan; (5) Formulate the company’s profit distribution plan and make up for losses
(5) Formulate the company’s profit distribution plan and loss compensation plan;
(6) Formulate plans for the company to increase or reduce its registered capital, issue
(6) Formulate plans for the company to increase or reduce its registered capital, issue bonds or other securities, and go public;
issue bonds or other securities and listing plans; (7) Formulate major acquisitions of the company and acquire the company’s stocks
(7) Formulate the company's major acquisition, acquisition of the company's shares or merger, division, dissolution and change of company form; and the company's plan due to Article 24 (3) of the Articles of Association; and the company's amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd. due to the circumstances specified in Article 23 of Article 23, Item (5), and Item (6) of the Articles of Association.
Items (3), (5) and (6) stipulate that a resolution be made to purchase the company’s stocks;
Make a resolution to repurchase the company's shares; (8) Decide on the company's external policies within the scope authorized by the shareholders' meeting;
(8) Within the scope authorized by the general meeting of shareholders, decide on the company’s investment, acquisition and sale of assets, asset mortgage, external guarantee for external investment, acquisition and sale of assets, asset mortgage, external guarantee matters, entrusted financial management, related transactions, external donations and other personal guarantee matters, entrusted financial management, related transactions and other matters; items;
(9) Decide on the establishment of the company’s internal management organization; (9) Decide on the establishment of the company’s internal management organization;
(10) Appoint or dismiss the company’s general manager and board secretary; based on the nomination of the general manager, appoint or dismiss the company’s deputy general manager, financial controller and other senior management personnel, and decide on their remuneration matters, rewards and punishment matters;
(11) Formulate the company’s basic management system; (11) Formulate the company’s basic management system;
(12) Formulate a plan to amend this Articles of Association; (12) Formulate a plan to amend this Articles of Association;
(13) Information disclosure matters of the management company; (13) Information disclosure matters of the management company;
(14) Propose to the shareholders' meeting to hire or change the accounting firm for the company's audit;
(15) Listen to the work report of the general manager of the company and inspect the work of the general manager; (15) Listen to the work report of the general manager of the company and inspect the work of the general manager; the work of the general manager;
(16) Other powers granted by laws, administrative regulations, departmental rules or this chapter. Other powers granted by the process.
Article 111 The Board of Directors shall determine external investment. Article 115 The Board of Directors shall determine the review and decision-making procedures for external investment, acquisition and sale of assets, asset mortgages, external guarantees, acquisition and sale of assets, asset mortgages, external guarantee matters, entrusted financial management, and related transactions, and establish strict review and decision-making procedures for the authority for projects, entrusted financial management, related transactions, and external donations; major investment projects shall organize the establishment of strict review and decision-making procedures; major investment projects shall be reviewed by relevant experts and professionals and reported to the general meeting of shareholders. Relevant experts and professionals should be organized to conduct review and approval. Submit to the shareholders' meeting for approval.
The board of directors reviews major transactions within the following scope of authority: Review:
(1) The total assets involved in the transaction account for more than 10% of the company's most recent audited total assets. More than 10% of audited total assets.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
However, if the total assets involved in the transaction account for more than 50% of the company's most recent audited total assets, it shall be submitted to the shareholders' meeting.
Article 40 is implemented. Article 45 is implemented.
The total assets involved in the above transaction have both a book value and an appraisal value. If the total assets involved in the above transaction have both a book value and an appraisal value, the higher one will be used as the calculation data. and the estimated value, the higher one shall be used as the calculation data.
(2) The relevant operating income of the transaction object (such as equity) in the most recent accounting year accounts for more than 10% of the company's audited operating income in the most recent accounting year, and the absolute amount exceeds more than 10% of the annual audited operating income, and the absolute amount exceeds 5 million yuan. The amount exceeds 10 million yuan.
However, if the operating income related to the transaction object (such as equity) in the most recent accounting year accounts for more than 50% of the company's audited operating income in the most recent accounting year, and the absolute amount exceeds more than 50% of the audited operating income, and the absolute amount exceeds 30 million yuan, it should be submitted to the shareholders' meeting for review; if it exceeds 50 million yuan, it should be submitted to the shareholders' meeting for review;
(3) The net profit related to the transaction object (such as equity) in the most recent accounting year accounts for more than 10% of the company's audited net profit in the most recent accounting year, and the absolute amount exceeds more than 10% of the audited net profit, and the absolute amount exceeds 1 million yuan. Over 1 million yuan.
However, if the net profit related to the transaction object (such as equity) in the most recent accounting year accounts for more than 50% of the company's audited net profit in the most recent accounting year, and the absolute amount exceeds 300,000 yuan, it should be submitted to the shareholders' meeting for review; if it is 5 million yuan, it should be submitted to the shareholders' meeting for review;
(4) The transaction amount of the transaction (including liabilities and expenses) (4) The transaction amount (including liabilities and expenses) accounts for more than 10% of the company's latest audited net assets, accounts for more than 10% of the company's latest audited net assets, and the absolute amount exceeds 5 million yuan. And the absolute amount exceeds 10 million yuan.
However, if the transaction amount of the transaction (including the assumption of debts and expenses) accounts for more than 50% of the company's latest audited net assets, and the absolute amount exceeds 30 million yuan, it shall be submitted to the shareholders' meeting for review; if the absolute amount exceeds 50 million yuan, it shall be submitted to the shareholders' meeting for review;
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
(5) The profit generated by the transaction accounts for more than 10% of the company's audited net profit in the most recent accounting year, and the absolute amount exceeds more than 10% of the company's audited net profit for the most recent accounting year, and the absolute amount exceeds 1 million yuan. More than 1 million yuan.
However, if the profit generated by the transaction accounts for more than 50% of the company's audited net profit in the most recent accounting year, and the absolute amount exceeds more than 50% of the audited net profit, and the absolute amount exceeds 3 million yuan, it shall be submitted to the shareholders' meeting for review; if it exceeds 5 million yuan, it shall be submitted to the shareholders' meeting for review;
(6) The transaction amount between the company and related natural persons exceeds RMB 300,000 (the company provides related transactions exceeding RMB 300,000 (excluding guarantees provided by the company); transactions between the company and related legal persons are excluded); the transaction amount between the company and related legal persons exceeds RMB 1 million and accounts for the company's most recent transactions. 3 million yuan and accounting for more than 0.5% of the absolute value of the company's latest audited net assets and more than 0.5% of the absolute value of the company's latest audited net assets (excluding transactions provided by the company (except for guarantees provided by the company)).
However, related transactions with related parties (the company receives cash assets as gifts or provides guarantees) exceeds 10 million yuan, and accounts for more than 5% of the absolute value of the company's most recent audited net assets of the listed company, should be submitted to the shareholders' meeting for review.
discussion. (7) Based on the principle of cumulative calculation within one year, reach the company’s maximum
(7) The company’s cumulative total outstanding bank loans are more than 50% but less than 70% of the company’s latest audited total assets;
If the amount exceeds 50% of the company's latest audited total assets, or reaches more than 70% of the company's latest audited total assets, the amount of the bank loan is less than 300 million yuan and more than 100 million yuan, and the bank loan issued shall be reviewed by the company's shareholders' meeting;
Each bank loan incurred; if the total outstanding bank loans of the company are less than 50% of the company's latest audited total assets and exceed the company's latest bank loans, the board of directors shall authorize the general manager to approve the decision. More than 50% of total assets have been audited in the latest period, and if the absolute value of the data involved in the calculation of the above indicators is negative, the amount is more than 300 million yuan, and the bank loans incurred are calculated by the absolute value.
Review by the company's general meeting of shareholders; The transactions in this paragraph refer to: purchase or sale of assets; if the data involved in the calculation of the above indicators is negative, the absolute value of external investment (including entrusted financial management, investment in subsidiaries, etc. is excluded. Establishment or capital increase of wholly-owned subsidiaries is excluded); The transactions in this paragraph refer to: purchase or sale of assets; funding (including entrusted loans); provision of guarantees (referring to the company as Fu'an Pharmaceutical (Group) Co., Ltd. Amendment to the Articles of Association)
External investment (including entrusted financial management, entrusted loans, venture capital guarantees provided by others, including guarantees for holding subsidiaries); capital, etc.); providing financial assistance; providing guarantees (counter-guarantee leasing or leasing assets; signing management contracts (including and excluding guarantees that should be reviewed by the shareholders' meeting); leasing entrusted operations, entrusted operations, etc.); donating or receiving assets; buying or leasing assets; signing management contracts (including entrustment) Creditor's rights or debt restructuring; transfer of research and development projects; entrusted operation, entrusted operation, etc.); donation or donation of assets; signing of a license agreement; giving up rights (including giving up the priority to purchase claims or debt restructuring; transfer of research and development projects; rights, priority subscription of capital contributions, etc.); signing of licensing agreements as determined by the exchange; other transactions as determined by the exchange. Other Transactions.
The above-mentioned purchased and sold assets do not include the purchase of raw materials, fuel and power, as well as the sale of products, commodities and other daily operating materials and power, as well as the sale of products, commodities and other assets related to daily operations. However, if the asset replacement involves the purchase or sale of such assets, they are still included. The sale of such assets is still included.
If the subject matter of the transaction is equity, and the purchase or sale of the equity will result in a change in the scope of the company's consolidated statements, all the assets and operating income of the company corresponding to the equity shall be deemed to be the total assets involved in the transaction and the operating income related to the transaction subject. enter.
The above-mentioned transactions belong to the company's external investment to establish a limited liability company or a joint-stock company. According to Article 47 of the "Company Law", the company can be paid in installments in accordance with Article 26 or Article 81 of the "Company Law".
The provisions of this paragraph shall apply as standards. When the above-mentioned transactions belong to the provision of financial assistance and entrusted financial management, etc., the amount incurred shall be used as the calculation standard, and the type of transaction shall be calculated cumulatively within twelve consecutive months, and the provisions of this paragraph shall apply. If the calculation has been performed in accordance with the provisions of this paragraph, the provisions of this paragraph shall apply. If the relevant obligations have been fulfilled in accordance with the provisions of this paragraph, they will no longer be included in the relevant cumulative calculation scope. If the relevant obligations are fulfilled, they will no longer be included in the relevant cumulative calculation scope.
around. If the company provides guarantees to related parties, regardless of the amount, if a listed company provides guarantees to related parties, regardless of the amount, it shall be submitted to the general meeting of shareholders after deliberation and approval by the board of directors, and it shall be submitted to the general meeting of shareholders after deliberation and approval by the board of directors.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
will be reviewed. If the company conducts the same related-party transaction with a branch within twelve consecutive months, the same related-party transaction shall be calculated based on the cumulative number of transactions during this period.
Calculate. The company conducts risky investments in stocks, futures, foreign exchange transactions, etc. The company conducts risky investments such as stocks, futures, foreign exchange transactions, and external guarantees. The professional management department should propose feasibility and external guarantees. The professional management department should propose a feasibility study report and implementation plan, and submit it to the secretary of the board of directors. After the study report and implementation plan are reported to the secretary of the board of directors, it can be implemented only after approval by the board of directors. Risk investment and guarantee matters that exceed the authority of the board of directors must be reported to the company's shareholders for review. Risk investment and guarantee matters must be reported to the company's general meeting of shareholders. approved. External guarantees reviewed by the board of directors shall be reviewed and approved. External guarantees reviewed by the board of directors must be unanimously approved by all members of the board of directors.
Obtain unanimous consent from all members of the board of directors. The board of directors should establish strict review and decision-making procedures. If the authority exceeds the above provisions, the board of directors shall propose a plan. If the authority is exceeded, the board of directors shall propose a plan, which shall be reviewed and approved by the shareholders' meeting. Major investment projects shall be organized for review and approval by the shareholders' meeting. Major investment projects shall be organized for review by relevant experts and professionals, and reported to the shareholders' meeting for approval.
will approve.
Article 115 If the Chairman is unable to perform his duties or Article 119 If the Vice Chairman of the Company assists the Chairman and fails to perform his duties, the Vice Chairman shall preside over the work. If the Chairman is unable to perform his duties or fails to perform his duties and cannot perform his duties or fails to perform his duties, the Vice Chairman shall preside over the meeting. If the Vice Chairman is unable to perform his duties, the directors shall jointly elect a director to perform his duties. In case of failure to perform duties or failure to perform duties, more than half of the directors shall jointly
To elect a director to perform his duties.
Article 116 The Board of Directors shall convene at least twice a year. Article 120 The Board of Directors shall convene at least two meetings each year. The meeting shall be convened by the Chairman of the Board of Directors and shall be convened 10 days before the meeting. All directors and supervisors shall be notified in writing of the meeting 10 days prior to the meeting. Notify all directors in writing.
Article 117 Shareholders representing more than 1/10 of the voting rights, more than 1/3 of the directors or the audit committee, and more than 1/3 of the directors or the audit committee may propose an extraordinary meeting of the board of directors. The chairman of the board of directors shall convene an extraordinary meeting of the board of directors after receiving the proposal. The chairman of the board of directors shall convene and preside over a board meeting within 10 days after receiving the notice. Within 10 days after the proposal, convene and preside over the board of directors meeting.
Article 121: Directors and Board of Directors Meeting Resolutions Article 125: Directors and Board of Directors Meeting Resolutions Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
If the enterprise involved in the item is related to the enterprise or individual involved in the item, the voting rights shall not be exercised on behalf of other directors. The director shall report to the board of directors in writing in a timely manner. Relevant voting rights. The board meeting cannot be held with more than half of the unrelated directors exercising voting rights on the resolution, nor can it be held without the attendance of directors. The resolutions made at the board meeting may exercise voting rights on behalf of other directors. The board meeting must be approved by more than half of the unrelated directors. The meeting can be held if more than half of the unrelated directors are present. If the number of unrelated directors is less than 3, the resolution made at the board meeting must be submitted to the general meeting of shareholders for review. Passed by majority. 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.
Section 3 Independent Directors
Article 130 The independent board of directors shall conscientiously perform its duties in accordance with laws, administrative regulations, the provisions of the China Securities Regulatory Commission, the stock exchange and these Articles of Association, play the role of participation in decision-making, supervision and checks and balances, and professional consultation on 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 131 Independent directors must maintain their 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;
(5) Persons who have significant business dealings with the company, its controlling shareholders, actual controllers or their respective subsidiaries, or entities that have significant business dealings with their controlling shareholders. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Personnel serving as shareholders and 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, regulations of the China Securities Regulatory Commission, business rules of stock exchanges 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, which should be disclosed at the same time as the annual report.
Article 132 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;
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
(5) Have good personal moral character and have no bad records such as major breach of trust;
(6) Other conditions stipulated in laws, administrative regulations, regulations of the China Securities Regulatory Commission, business rules of stock exchanges and these Articles of Association.
Article 133 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;
(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 134 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.
Independent directors exercise the duties listed in items 1 to 3 of the preceding paragraph. Amendment to the Articles of Association of Fuan Pharmaceutical (Group) Co., Ltd.
If there is no right, the approval of more than half of all independent directors shall be obtained. If an independent director exercises the powers listed in paragraph 1, the company will promptly disclose it. If the above powers cannot be exercised normally, the company will disclose the specific circumstances and reasons.
Article 136 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. Matters listed in items (1) to (3) of paragraph 1 of Article 134 of this Article and Article 135 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 chaired by an independent director jointly elected by more than half of the independent directors; if the convener fails or is unable to perform his duties, two or more independent directors may convene and elect a representative to preside.
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 137 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 138 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.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Article 139 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 and periodic 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 the company's articles of association.
Article 140 The Audit Committee shall hold at least one meeting every quarter. At the request of two or more members, or when the convener deems it necessary, an extraordinary meeting may be held. Meetings of the Audit Committee must be attended by more than 2/3 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 rules of the Audit Committee are formulated by the Board of Directors.
Article 141 The company's board of directors shall set up special committees for strategy, nomination, remuneration and assessment, and shall, in accordance with this Articles of Association and the amendments to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
The board of directors is authorized to perform its duties, and the proposals of the special committee shall be submitted to the board of directors for review and decision. The working rules of the special committees are formulated by the board of directors. The members of the special committee are all directors.
Article 142 The number of members of the Strategy Committee shall be an odd number and shall consist of no less than three directors, among whom there shall be at least one independent director.
The main responsibilities of the Strategy Committee are:
(1) Conduct research and make suggestions on the company’s long-term development strategic plan;
(2) Conduct research and make recommendations on major matters such as external investment, acquisition and sale of assets, asset mortgages, external guarantees, entrusted financial management, related transactions, financing plans and development strategies that are subject to approval by the board of directors as stipulated in the company's articles of association;
(3) Conduct research and make suggestions on other major matters affecting the company’s development;
(4) Inspect the implementation of the above matters;
(5) Other matters authorized by the board of directors.
Article 143 The number of members of the Nomination Committee shall be an odd number and shall consist of no less than three directors, of which more than half shall be independent directors, and the independent directors shall serve as the convener.
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) Laws, administrative regulations, provisions of the China Securities Regulatory Commission and amendments to the Articles of Association of Fuan Pharmaceutical (Group) Co., Ltd.
Other matters stipulated in the company's 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 144 The number of members of the Remuneration and Appraisal Committee shall be an odd number and shall consist of no less than three directors, of which more than half shall be independent directors, and the independent directors shall serve as the convener.
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) Formulate or change equity incentive plans and employee stock ownership plans, and ensure that incentive objects are granted rights and the conditions for exercising their rights are met;
(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 the company's 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 Chapter 6 Senior Management Personnel
Article 126 The company shall have one general manager, who shall be appointed or dismissed by the board of directors. Article 145 The company shall have one general manager, who shall be appointed or dismissed by the board of directors. The board of directors decides on appointment or dismissal.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
The company shall have several deputy general managers, who shall be appointed or dismissed by the board of directors. The company shall have several deputy general managers, who shall be appointed or dismissed by the board of directors. or dismissed.
The general manager, deputy general manager, financial controller and directors of the Company The general manager, deputy general manager, financial controller and secretary to the board of directors are the senior management personnel of the company. The secretary is a senior executive of the company.
Article 127 Article 146 Article 146 Article 146 The provisions of this Articles of Association regarding the circumstances under which a director may not serve as a director, the circumstances in which a senior manager is prohibited from serving as a director, and the resignation management system shall also apply to employees. Senior management.
Article 97 of the Articles of Association deals with directors’ duties of loyalty and duties of loyalty and diligence.
The provisions on diligence obligations in Article 98 (4) to (6) shall also apply to senior managers.
Also applicable to senior managers.
Article 128 Persons holding other administrative positions other than directors and supervisors in the company's controlling shareholder or actual controlling shareholder unit shall not serve as senior managers of the company. Must serve as a senior manager of the company.
Senior managers of the company only receive salaries from the company and are not controlled by the company
Shareholders pay salaries on behalf of shareholders.
Article 129: The term of office of the general manager is three years. The term of office of the general manager shall be three years. Senior managers can be re-elected for three years.
Article 130 The general manager shall be responsible to the board of directors and shall exercise the following powers: Article 149 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 (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; Implement board resolutions, and report work to the board of directors;
(2) Organize the implementation of the company's annual business plan and investment plan; (2) Organize the implementation of the company's annual business plan and investment plan;
(3) Formulate a plan for the establishment of the company's internal management organization; (3) Formulate a plan for the establishment of the company's internal management organization;
(4) Formulate the company’s basic management system; (4) Formulate the company’s basic management system;
(5) Formulate the company’s specific regulations; (5) Formulate the company’s specific regulations;
(6) Request the board of directors to appoint or dismiss the company’s deputy general manager; (6) Recommend the board of directors to appoint or dismiss the company’s deputy general manager and financial controller;
(7) The decision on appointment or dismissal shall be decided by the board of directors. (7) The decision on appointment or dismissal shall be decided by the board of directors. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Appointment or dismissal of other responsible management personnel; Appointment or dismissal of other responsible management personnel;
(8) Other powers granted by this Articles of Association or the Board of Directors. (8) Other powers granted by this Articles of Association or the Board of Directors. The general manager attends board meetings. The general manager attends board meetings.
For non-routine business operations such as the acquisition or sale of assets by the company, the transaction matters of non-routine business operations such as the acquisition or sale of assets shall be calculated in accordance with the calculation standards specified in Article 111 of the Articles of Association. If any standard does not reach 5%, the general manager has the right to make an approval decision, but if it reaches 5%, the general manager has the right to make an approval decision, except for the company's external investment and external guarantees; for Matters related to the company's related transactions, external investments and external guarantees Except for related transactions between the company and related parties that do not meet the requirements of this Chapter; for related transactions between the company and related parties that meet the standards stipulated in Article 111 of the Articles of Association, the general manager shall not have the authority to make approval decisions as stipulated in Article 115 of the Articles of Association. If approved, the general manager has the right to make approval decisions.
Article 135 The company shall have a secretary to the board of directors, who shall be responsible for the preparation, document storage and management of the company’s shareholders’ meetings and board of directors meetings, as well as the management of the company’s shareholder information, information disclosure matters, and information disclosure matters. and other matters.
The secretary of the board of directors shall be a director, manager or deputy manager of the company. The secretary of the board of directors shall comply with laws, administrative regulations, department rules or the chief financial officer. Due to special circumstances, it is necessary for other personnel to abide by the relevant provisions of this charter and this Article.
Anyone who serves as the secretary of the company's board of directors should go through the Shenzhen Securities Exchange
Agreed.
The board secretary shall abide by laws, administrative regulations, department rules
and the relevant provisions of this Charter.
Article 136 Senior managers perform company duties. Article 155 If senior managers violate laws, administrative regulations, departmental rules or this Article when performing company duties and cause damage to others, the company will bear the provisions of the compensation liability process. If a senior manager causes losses to the company, he shall be liable for compensation; senior managers shall be liable for intentional or gross negligence. , should also bear liability 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 156 The company’s senior managers shall
Perform duties effectively 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 be liable for compensation in accordance with the law.
Ren.
Chapter 7 Board of Supervisors (The content of this chapter is based on the "Listed Companies"
"Guidelines on the Constitution" will be deleted and the specific provisions will no longer be listed)
Article 152 The company shall end each fiscal year. Article 158 The company shall submit an annual financial accounting report to the China Securities Regulatory Commission and the Securities Exchange within 4 months from the date of the end of each fiscal year, submit and disclose an annual report to the stock exchange within 4 months from the date of the end of the first half of the fiscal year. 2 Submit semi-annual financial reports to China's local offices and stock exchanges within 3 months, including the first 3 months and the first 9 interim reports of each fiscal year.
The above-mentioned annual reports and interim reports shall be submitted to the China Securities Regulatory Commission within one month from the end of the month in accordance with relevant laws, banking institutions and stock exchanges. Line preparation.
The above financial accounting reports are prepared in accordance with relevant laws and administrative regulations.
and departmental regulations.
Article 153. The Company shall maintain statutory accounting books. Article 159. The Company shall not maintain separate accounting books other than statutory accounting books. The company's assets will not be kept separately, and no separate accounting books will be maintained. The company's funds are not stored in accounts opened in any individual's name. Account storage opened in the name of any individual.
Article 154 When a company distributes after-tax profits for the year, Article 160 When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and include them in the company's statutory common reserve. gold. If the cumulative amount of the company's statutory common reserve is more than 50% of the company's registered capital, no further withdrawals can be made. If it exceeds 50%, it can no longer be withdrawn.
If the company's statutory reserve fund is insufficient to make up for the losses in previous years, the company's profits for the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph. Before proceeding, losses should be made up with the profits of the current year.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw any arbitrary public reserve fund from the after-tax profits upon the resolution of the shareholders' meeting. Provident fund.
The remaining after-tax profits after the company has made up for its losses and withdrawn its provident fund shall be distributed according to the proportion of shares held by shareholders, except for those that are not distributed according to the proportion of shareholdings stipulated in this Chapter. Except for those that are not distributed according to the proportion of shareholdings as stipulated in the regulations.
If the shareholders' meeting violates the provisions of the preceding paragraph and distributes profits to shareholders before the company makes up for losses and distributes profits to shareholders in violation of the Company Law, the shareholders shall return the profits distributed in violation of the regulations to the company; the shareholders must return the profits distributed in violation of the regulations to the company. If losses are caused to the company, the shares of the company held by shareholders and responsible directors will not participate in the distribution of profits. Officers 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 155 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. However, the capital reserve fund will not be used to supplement the company's registered capital.
The company's losses. To make up for the company's losses with the public reserve fund, first use the discretionary public reserve fund and the statutory public reserve fund to convert it into capital. If the statutory public reserve fund still cannot be used to make up for the loss, the reserve fund can be converted to no less than 25% of the company's registered capital before the capital increase according to regulations. Use capital reserve fund.
When the statutory reserve fund is converted into registered capital, the remaining reserve fund will be no less than the registered capital of the company before the conversion.
25%.
Article 157 The company’s profit distribution policy is: Article 163 The company’s profit distribution policy is:
(1) Principle of profit distribution (1) Principle of profit distribution
The company should ensure the continuity and stability of the profit distribution policy and implement an active profit distribution policy, especially cash dividend policy. Gold dividend policy.
The company's profit distribution should attach great importance to reasonable investment returns to investors, and adhere to the legal order for profit distribution. return capital and insist on profit distribution in accordance with the legal order. The profits distributed shall not exceed the scope of the cumulative distributable profits. The profits distributed shall not exceed the scope of the cumulative distributable profits, taking into account the actual situation and long-term interests of the company. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Shall not harm the overall interests of all shareholders of the company and the sustainable development of the company. sustainable development.
(2) Profit distribution form (2) Profit distribution form
The company may distribute dividends in cash, stocks, a combination of cash and stocks, or other methods permitted by laws and regulations.
(3) A company's implementation of cash dividends shall meet the following conditions: (3) A company's implementation of cash dividends shall meet the following conditions: Conditions:
The distributable profit realized by the company in the year or half-year 1. The distributable profit realized by the company in the year or half-year (that is, the after-tax profit remaining after the company makes up for the losses and withdraws the provident fund) is positive, and the cash flow is sufficient. The implementation of cash dividends will not affect the company's subsequent ongoing operations; gold dividends will not affect the company's subsequent ongoing operations;
The company’s accumulated distributable profits are positive; 2. The company’s accumulated distributable profits are positive;
The company's audit institution issues a standard unqualified audit report on the company's annual financial report; issues a standard unqualified audit report on the company's annual financial report;
The company has no major investment plans or major cash expenditures in the next 12 months. 4. The company has no major investment plans or major cash expenditures in the next 12 months (except for major cash expenditures and other events (except for raised funds projects).
A major investment plan or major cash disbursement means that the company has not. A major investment plan or major cash disbursement means that the company plans to invest externally, acquire assets, or purchase equipment within the next 12 months. The cumulative expenditure for external investment, asset acquisition, or equipment purchased within the next 12 months reaches or exceeds 30% of the company's most recent audited total assets. 30% of the audited total assets of the first phase.
(4) Proportion of profit distribution (4) Proportion of profit distribution
On the premise of meeting the company's normal operation and development plan, companies that are profitable for the year and have positive accumulated undistributed profits will give priority to distributing dividends in cash. Under recent circumstances, priority will be given to distributing dividends in cash. In the past three fiscal years, the company's cumulative cash distribution of profits is no less than 30% of the average annual distributable profits achieved in the past three years. The specific proportion of dividends distributed in cash each year is determined by the company's board of directors based on the actual situation of the company and China Fuan Pharmaceutical (Group) Co., Ltd. Amendment to the Articles of Association
The relevant regulations of the China Securities Regulatory Commission are drafted and shall be reviewed and decided by the company's shareholders' meeting. Decide.
(5) The time interval for profit distribution shall meet the company’s actual requirements.
Implement cash dividend conditions to ensure the company's normal production and long-term development. On the basis of meeting the company's conditions for cash dividends and ensuring the company's operation and long-term development, the company will, in principle, make a cash dividend once a year based on the company's normal production, operation and long-term development. Depending on the stage and capital needs, interim dividends will be paid if conditions permit. It is proposed that the company pay an interim dividend.
(6) Conditions for stock dividend distribution combined with the company’s production performance (6) Conditions for stock dividend distribution
Based on the company's accumulated distributable profits, reserve funds and cash flow, and based on the company's accumulated distributable profits, reserve funds and cash flow, and on the premise that the company's cash dividends, distributed profits, reserve funds and cash flows are met, and the company's share capital size and equity structure are reasonable, the company can adopt the method of issuing stock dividends for profit management. The specific dividend ratio shall be reviewed and approved by the company's board of directors. Profit distribution will be carried out through various methods, and the specific dividend proportion shall be submitted to the shareholders’ meeting for review and decision by the company’s directors and post-executive directors. After deliberation and approval by the board of directors, it will be submitted to the shareholders' meeting for review and decision.
(7) Differentiated cash dividend policy (7) Differentiated cash dividend policy
The company's board of directors should comprehensively consider the characteristics of the industry, its development stage, its own business model, profitability and whether there are major capital expenditure arrangements and other factors, distinguish the following situations, and propose differentiated cash dividend policies in accordance with the procedures stipulated in the company's articles of association:
(1) The company's development stage is in a mature stage and there is no major capital expenditure arrangement. 1. If the company's development stage is in a mature stage and there is no major capital expenditure arrangement, when making profit distribution, the proportion of cash dividends in this profit distribution should be at least 80%; 80%; (2) The company's development stage is in a mature stage and there are important capital expenditure arrangements. 2. If the company's development stage is in the mature stage and there are major capital expenditure arrangements, when making profit distribution, if there is an arrangement, when the profit distribution is carried out, the proportion of cash dividends in the principal dividend should be at least 40%; the proportion of the profit distribution should be at least 40%; 3. The company's development stage is in the growth stage and there are significant capital expenditures. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
(3) If the company is in the growth stage and has major capital expenditure arrangements, and cash dividends are included in this expenditure arrangement when distributing profits, the proportion of cash dividends in the first profit distribution should be at least 20%. The proportion of this profit distribution should be at least 20%; If the company's development stage is not easy to distinguish but there are major capital expenditures, it can be handled in accordance with the provisions of the preceding paragraph.
If arranged, it may be handled in accordance with the provisions of the preceding paragraph. (8) Decision-making procedures and mechanisms for profit distribution
(8) Decision-making procedures and mechanisms for profit distribution 1. The company’s board of directors fully considers the specific operating data and
- The company's board of directors shall combine the specific operating data, fully consider the company's profit scale, cash flow status, development stage, current capital needs and shareholder return planning, and combine the opinions of shareholders, especially small and medium-sized shareholders, and independent directors, formulate the opinions of shareholders, especially small and medium-sized shareholders, and independent directors, formulate an annual or mid-term profit distribution plan and submit it to the company's directors. The annual or mid-term profit distribution plan will be submitted to the company's board of directors for review. The board of directors will review the specific plan for cash dividends. When reviewing the specific plan for cash dividends, the board of directors should carefully study and demonstrate the timing, conditions and minimum proportions, conditions and minimum proportions, adjustment conditions and decision-making process requirements of the company’s cash dividends. The profit distribution plan shall be approved by the board of directors and other matters. The profit distribution plan can only be submitted to the company's shareholders' meeting for review after it is passed by more than half of the board of directors to form a special resolution.
Reviewed by the company's general meeting of shareholders. 2. The independent directors believe that the cash dividend plan may harm the company
When the shareholders' meeting deliberates on the profit distribution plan, the company or small and medium-sized shareholders have the right to express independent opinions. In addition to setting up an on-site meeting for voting, the company should provide shareholders with opinions. If the board of directors fails to adopt the opinions of independent directors or does not fully listen to shareholders through online voting, and especially if it fully adopts the opinions of independent directors, it shall disclose the opinions and demands of small and medium-sized shareholders in the announcement of the board of directors' resolution. At the same time, the opinions of independent directors were obtained through telephone calls.
When shareholders review the profit distribution plan, in addition to communicating and communicating in a timely manner and promptly answering the concerns of small and medium-sized shareholders, the company should provide an online meeting for shareholders to answer questions. online voting system to fully listen to shareholders, especially
The profit distribution plan should be based on the opinions and demands of shareholders and small and medium shareholders attending the shareholders' meeting. At the same time, we actively communicate with small and medium-sized shareholders through multiple channels such as phone calls, faxes, or shareholder agents using more than half of the shares held, interactive platforms, etc. to pass voting rights, or the company's board of directors communicates and exchanges based on the annual shareholder meeting, and promptly responds to the conditions and issues regarding the next year's interim dividends that are considered and approved by the general meeting that are of concern to small and medium-sized shareholders.
Limitations are set. 4. The profit distribution plan shall be approved by the shareholders attending the shareholders’ meeting or the amendment to the articles of association of Fu’an Pharmaceutical (Group) Co., Ltd.
The company's board of supervisors shall supervise the implementation and decision-making of the company's dividend policy and shareholder return plan by the board of directors and management. The shareholder agents shall hold more than half of the voting rights to approve the company's dividend policy and shareholder return plan, or the company's board of directors shall supervise the company's board of directors in accordance with the policy review and approval procedures at the annual shareholders' meeting, and formulate the conditions and upper limits for interim dividends for the next year that have been formulated or modified by the board of directors. The profit distribution plan will be reviewed. 5. The audit committee should pay attention to the implementation of cash distribution by the board of directors.
When the company is profitable for the year and the accumulated undistributed profits are positive dividend policy and shareholder return plan and whether it implements the corresponding situation, but does not distribute cash dividends, the board of directors will discuss the decision-making procedures and information disclosure. The specific reasons why the audit committee will not distribute cash dividends, the company's retained earnings, etc. The current board of directors fails to strictly implement the cash dividend policy and the exact purpose and expected investment income and other matters to carry out special shareholder return planning, fails to strictly implement the corresponding decision-making procedures or item descriptions and submits them to the shareholders' meeting for review, and fails to disclose the corresponding information truthfully, accurately and completely to the China Securities Regulatory Commission, a designated website will be disclosed. They should be urged to make timely corrections.
(9) Decision-making procedures and mechanisms for profit distribution adjustments 6. The company is profitable for the year and the cumulative undistributed profits are positive
- In principle, the company shall review its shares at least once every three years without conducting cash dividends or return planning in the last three years. If the total amount of cash dividends is lower than the average annual net profit of the last three years and has a significant impact on the company's production and operations, such as natural disasters, wars, etc., the company shall disclose the following content when disclosing the profit distribution plan or based on the company's production and operation conditions, investment planning and long-term:
According to the needs of development, the company can adjust the profit distribution policy (1) Combined with the characteristics of the industry, development stage and its own adjustment. When the company adjusts its profit distribution plan, the board of directors must conduct a special discussion on the business model, profitability level, solvency, and capital needs. After detailed demonstration and explanation of the reasons, it must submit other factors. If no cash dividends are to be distributed or cash dividends are passed by a special resolution of the shareholders' meeting, an explanation of the reasons for the lower result shall be obtained from those who attended the shareholders' meeting.
(2) The expected use of retained undistributed profits and the income can take effect only after the approval of more than two-thirds of the voting rights held by shareholders. situation;
The adjusted profit distribution policy shall be based on the protection of shareholders' rights and interests. (3) Whether the company shall comply with the protection of the China Securities Regulatory Commission during the corresponding period, and shall not violate relevant laws, regulations, and regulations. Relevant regulations provide for the participation of small and medium-sized shareholders in cash dividend decision-making and the provisions of the company's articles of association. provided convenience;
When the shareholders’ meeting considers changes in profit distribution policy, (4) the company shall also provide online voting methods to facilitate measures it intends to take to enhance investor returns.
Small shareholders participate in voting at the general meeting of shareholders. The company’s parent company’s balance sheet has negative retained earnings.
(10) Profit distribution information disclosure mechanism If the value of undistributed profits in the consolidated balance sheet is positive, the company shall strictly follow the relevant regulations in the annual report and semi-annual report. The company shall disclose the amendment to the articles of association of Fu'an Pharmaceutical (Group) Co., Ltd. in the announcement related to profit distribution.
The report discloses in detail the profit distribution plan and the implementation of the cash bonus policy of profit distribution to the parent company by the subsidiary controlled by the branch company, and explains whether it complies with the provisions of these Articles of Association, as well as the measures proposed by the company to enhance investor returns or the requirements of shareholders' meeting resolutions, dividend standards and comparisons.
(9) Whether the decision-making procedures and mechanisms for profit distribution adjustment are complete, whether the small and medium-sized shareholders have the opportunity to fully express their opinions and whether the legitimate rights and interests of the small and medium-sized shareholders are fully protected in the event of natural disasters, wars, etc. When the company is in a state of resistance and has a significant impact on the company's production and operation, if the cash dividend policy is adjusted or changed, it must be detailed or the company shall explain in detail whether the conditions and procedures for adjustment or change are in compliance with the needs of development based on the production and operation situation, investment plan and long-term. The company may coordinate and make the profit distribution policy transparent, etc. all. The company's profit distribution plan must be adjusted by the board of directors. If the company is profitable that year but the company's board of directors has not made an annual special resolution, it must be approved by a special resolution of the shareholders' meeting and be approved by more than 2/3 of the voting rights held by the shareholders who attended the shareholders' meeting and who have not used the cash dividends. 2. The adjusted profit distribution policy should be based on the protection of shareholders’ rights and interests. When convening a general meeting of shareholders, the company should provide online voting and other methods as a starting point to protect the purpose and use plan of the funds retained by the company, and shall not violate relevant laws, regulations and rules to facilitate small and medium shareholders to participate in voting at the general meeting of shareholders. standard documents and company articles of association.
When the company makes adjustments to the use plan of the retained undistributed profits. 3. When the shareholders' meeting considers changes in the profit distribution policy, it shall be resubmitted to the board of directors and the shareholders' meeting for approval. The company shall also provide online voting methods to facilitate the original minority shareholders who have made detailed arguments and explanations in the relevant proposals to participate in the voting at the shareholders' meeting.
because. (10) Profit distribution information disclosure mechanism
The company should strictly follow the relevant regulations and disclose in detail the implementation of the profit distribution plan and cash dividend policy in the annual report and interim report, explaining whether it meets the provisions of the Articles of Association or the requirements of the resolution of the shareholders' meeting, whether the dividend standards and proportions are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether small and medium-sized shareholders have the opportunity to fully express their opinions and demands, whether the legitimate rights and interests of small and medium-sized shareholders are fully protected, etc.
If the cash dividend policy is adjusted or changed, details of the amendments to the Articles of Association of Fuan Pharmaceutical (Group) Co., Ltd.
Describe in detail whether the conditions and procedures for adjustments or changes are compliant and transparent.
If the company is profitable for the year but the company's board of directors has not made an annual cash distribution plan, it should disclose in the regular report the reasons for not distributing cash dividends and the purpose and use plan of the funds not used for cash dividends retained by the company. At the same time, when convening the shareholders' meeting, the company should provide online voting and other methods to facilitate small and medium-sized shareholders to participate in voting at the shareholders' meeting.
When the company makes adjustments to the use plan of retained undistributed profits, it should resubmit to the board of directors and shareholders' meeting for approval, and the reasons for the adjustment should be demonstrated and explained in detail in the relevant proposals.
Article 158 The company implements an internal audit system. Article 164 The company implements an internal audit system and is equipped with full-time auditors to conduct internal audit supervision of the company's financial revenue and expenditure and economic affairs. The leadership structure, responsibilities, authority, and activities of the internal audit work are clearly defined. Staffing, funding guarantee, application of audit results and accountability, etc.
The company's internal audit system is implemented after approval by the board of directors and disclosed to the outside world.
Article 165 The company’s internal audit institution shall supervise and inspect the company’s business activities, risk management, internal control, 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 166 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 Amend the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Reports directly to the Audit Committee.
Article 167 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 168 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 169 The Audit Committee participates in the internal audit
Assessment of the person in charge of accounting.
Article 159 The company’s internal audit system and audit
The duties of personnel shall be implemented after approval by the board of directors. trial
The person in charge of accounting shall be responsible and report to the board of directors.
Article 160 The company employs an accounting firm that has obtained the qualification to engage in securities related business. Article 170 The company employs an accounting firm that meets the business qualifications stipulated in the "Securities Law" to conduct accounting statement audits, net assets audits, net asset verification and other related consulting services. The employment period is one year and can be renewed. 1 year, renewable.
Article 161 The company's appointment of an accounting firm must be decided by the shareholders' meeting, and the board of directors must not appoint an accounting firm before the shareholders' decision. An accounting firm will be appointed before a decision is made.
Article 167 The Company shall convene a general meeting of shareholders. Article 172 The Company shall notify the general meeting of shareholders by public announcement or/and email. If you know, it will be done by announcement.
Article 169 The company shall notify the meeting of the board of supervisors
Notified, by fax or telephone, personally sent or by mail
OK.
Article 171 Failure to send a meeting notice to a person who has the right to receive the notice due to accidental omission. Article 180 Failure to send a meeting notice to a person who has the right to receive the notice due to an accidental omission, or such person fails to send a meeting notice to a person who has the right to receive the notice, or such person does not receive the amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
The receipt of the meeting notice, the meeting and the resolutions made at the meeting do not receive the meeting notice, and the meeting and the resolutions made at the meeting are not therefore invalid. Therefore it is invalid.
Article 183 If the price paid for the merger of a company does not exceed 10% of the company's net assets, it can be done without a resolution of the shareholders' meeting, except as otherwise provided in these articles of association.
If a company merges in accordance with the provisions of the preceding paragraph without the resolution of the shareholders' meeting,
It should be decided by the board of directors.
Article 174 When a company merges, each party shall sign a merger agreement and prepare a balance sheet and property list. The company shall make a list of 10 companies from the date of making the merger resolution. The company shall notify creditors within 10 days from the date of making the merger resolution, notify creditors within 30 days within the days designated by the company, and make an announcement on the company's designated information disclosure media within 30 days. Creditors shall make an announcement on the information disclosure media or national enterprise credit information within 30 days from the date of receipt of the notice, or in the publicity system from the date of announcement if the creditor has not received the notice. Creditors may require the company to pay off debts or provide corresponding guarantees within 30 days from the date of receipt of notice, or within 45 days from the date of announcement if no notice is received. Within the period, the company can be required to pay off debts or provide corresponding
Guaranteed.
Article 176 If a company is divided, its property shall be divided accordingly. Article 186 If a company is divided, its property shall be divided accordingly. of division.
When a company is divided, a balance sheet and property inventory must be prepared. When a company is divided, a balance sheet and property inventory must be prepared. The company shall issue the order within 10 days from the date of making the resolution to separate. The company shall notify creditors within 10 days from the date of making the separation resolution, notify creditors in a letter designated by the company within 30 days, and make an announcement on the information disclosure media designated by the company within 30 days. Information disclosure media or the National Enterprise Credit Information Bureau
Display system announcement.
Article 178: The company needs to reduce its registered capital. Article 188: When the company needs to reduce its registered capital, it must prepare a balance sheet and property list. When doing so, a balance sheet and property inventory must be prepared. The company shall notify its creditors within 10 days from the date of making the resolution to reduce the registered capital, and shall notify the creditors within 30 days from the date of making the resolution to reduce the registered capital, and make an announcement within 30 days on the information disclosure media designated by the company. The creditor shall make an announcement on the information disclosure system within 30 days from the date of receipt of the notice on the designated information disclosure media or the date of the national enterprise credit letter. The creditors shall start from the date of receipt of the notice. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Within 45 days from the date of announcement, the company has the right to require the company to pay off debts or provide corresponding guarantees within 30 days. If no notice is received, it shall have 45 days from the date of announcement. Within the period, the company has the right to require the company to pay off its debts or provide corresponding capital reduction. The registered capital after the company's capital reduction will not be less than the statutory maximum guarantee.
Low limits. When a company reduces its registered capital, it shall reduce its capital contribution or shares accordingly in proportion to the shares held by shareholders, unless otherwise provided by law or these Articles of Association.
Article 189 If the company still has losses after making up for losses in accordance with the provisions of paragraph 2 of Article 161 of the Articles of Association, 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 Article 188 of this Article shall not apply, but an announcement shall be made on the company's designated information disclosure media or the national enterprise credit information disclosure system within 30 days from the date 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 190 If the registered capital is reduced in violation of the Company Law and other relevant regulations, the shareholders shall return the funds received, and those who reduce or reduce the capital contribution shall be restored to their original status; if losses are caused to the company, the shareholders and the responsible directors and senior managers shall bear the liability for compensation.
Article 191 When the 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 180 The company is dissolved for the following reasons: Article 193 The company is dissolved for the following reasons:
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
(1) The business period stipulated in these Articles expires or other reasons for dissolution stipulated in this Article occur;
(2) The shareholders’ meeting resolves to dissolve; (2) The shareholders’ meeting resolves to dissolve;
(3) Dissolution is required due to company merger or division; (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; (4) The business license has been revoked, ordered to close, or revoked in accordance with the law; revoked;
(5) The company encounters serious difficulties in its operation and management, and its continuation will cause heavy losses to the interests of shareholders. If it 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. manage.
If a company encounters the reasons for dissolution specified in the preceding paragraph, it shall report the reasons for dissolution to the National Enterprise Credit Information Bureau within 10 days.
The system will announce it.
Article 181 If the company falls under the circumstances of Item 1 of Article 190 of the Articles of Association, it may eliminate the circumstances of Item 3 of Items 1 and 2 of Article 190 of the Articles of Association and has not yet existed. Distribution of property to shareholders may be made by amending the Articles of Association or by amending the Articles of Association in accordance with the provisions of the preceding paragraph, and must be resolved by the shareholders' meeting in attendance.
It must be passed by more than 2/3 of the voting rights held by shareholders at the meeting. If the Articles of Association are modified or the shareholders' meeting makes a resolution in accordance with the provisions of the preceding paragraph, it must be approved by the shareholders attending the shareholders' meeting.
Passed by more than 2/3 of the voting power.
Article 182 If the company is dissolved due to the provisions of Article 180, Article 195, Article 190, Item (1), Item (2), Item (4), Item (5), Article 3, Item (1), Item (2), Item (4), it shall be dissolved as specified in Item (5) from the date when the cause of dissolution occurs. The company shall be liquidated, and the directors shall establish a liquidation group within 15 days to commence liquidation. The liquidation team shall consist of directors, who shall be the liquidation obligors, and shall be composed of persons determined by the date when the reasons for dissolution arise or by the general meeting of shareholders. If it fails to meet the deadline, a liquidation team will be formed within 15 days to carry out liquidation.
If a liquidation group is established to carry out liquidation, creditors may apply for a liquidation group composed of directors or persons determined by the shareholders' meeting. The court appoints relevant personnel to form a liquidation team to carry out liquidation. If the liquidation obligor fails to perform its liquidation obligations in a timely manner, the company or
If a creditor causes losses, he shall be liable for compensation. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Article 183 The liquidation team shall exercise the following powers during the liquidation period. Article 196 The liquidation team shall exercise the following powers during the liquidation period: Listed powers:
(1) Clean up the company's properties and prepare a balance sheet respectively; (1) Clean up the company's properties and prepare a balance sheet and property list respectively; and a property list;
(2) Notify and announce creditors; (2) Notify and announce creditors;
(3) Handle the company’s unfinished business related to liquidation; (3) Handle the company’s unfinished business related to liquidation;
(4) Pay the taxes owed and the taxes incurred during the liquidation process. (4) Pay the taxes owed and the taxes incurred during the liquidation process; taxes;
(5) Settlement of claims and debts; (5) Settlement of claims and debts;
(6) Dispose of the company’s remaining property after paying off its debts; (6) Distribute the company’s remaining property after paying off its debts;
(7) Participate in civil litigation activities on behalf of the company. (7) Participate in civil litigation activities on behalf of the company.
Article 184 The liquidation team shall notify creditors within 10 days from the date of establishment, and shall notify creditors within 10 days designated by the company within 60 days, and shall make an announcement on the information disclosure media designated by the company within 60 days. Creditors shall make an announcement on the public information disclosure system within 30 days from the date of receipt of the notice on the designated information disclosure media or the national enterprise credit letter. Creditors shall declare their claims to the liquidation team within 45 days from the date of receipt of the notice. Within 30 days from the date of announcement, creditors who have not received notification from the date of announcement shall declare their claims and explain the relevant matters of their claims, and within 45 days, declare their claims to the liquidation team.
and provide supporting materials. The liquidation team shall register the creditor's rights. When creditors declare their creditor's rights, they shall explain the relevant events of the creditor's rights. items and provide supporting materials. The liquidation team shall register the creditors' rights and shall not register the creditors.
pay off. During the period of declaring claims, the liquidation team shall not conduct any investigation on creditors.
pay off.
Article 186: After liquidating the company's assets and preparing the balance sheet and property list, the liquidation team discovers that the company's assets are insufficient to pay off its debts, it shall apply to the People's Court for declaration of bankruptcy in accordance with the law. Please declare bankruptcy.
After the company is declared bankrupt by the People's Court, the liquidation team shall transfer the liquidation affairs to the People's Court. The liquidation affairs shall be handed over to the bankruptcy administrator designated by the People's Court. Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Article 187 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 the company and submit it to the company registration authority for cancellation of company registration. Register and announce the company's termination.
Article 188: Members of the liquidation team shall be loyal to their duties. Article 201: Members of the liquidation team shall perform their liquidation obligations and perform their liquidation obligations in accordance with the law. Have a duty of loyalty and diligence.
Members of the liquidation team shall not take advantage of their authority to accept bribes or be negligent in performing their liquidation duties, thereby causing illegal income to the company, or misappropriating company property. If there is a loss, the company shall be liable for compensation; if a member of the liquidation group intentionally or grossly negligently causes losses to the company or a creditor due to gross negligence, the person who shall bear the compensation shall bear the liability for compensation. responsibility.
Article 194 Interpretation Article 207 Interpretation
(1) Controlling shareholders refer to shareholders whose shares account for more than 50% of the company's total capital stock; shareholders who hold more than 50% of the company's total capital stock; or shareholders who hold less than 50% of the company's shares but do not hold more than 50% of the shares, but the voting rights of the shares they hold are sufficient to have a significant impact on the resolutions of the shareholders' meeting. Shareholders who have enough voting rights to have a major influence on the resolutions of the shareholders' meeting. Significantly influential shareholders.
(2) Actual controller refers to the person who can actually control the company's behavior through investment relationships, agreements or other arrangements, although he is not a shareholder of the company. Natural person, legal person or other organization.
(3) Related relationships refer to the relationships between the company’s controlling shareholders, actual controllers, directors, supervisors and senior managers and their direct controllers, directors, senior managers and the companies they directly or indirectly control, as well as the relationships between companies that can be indirectly controlled, as well as other relationships that may lead to the transfer of the company’s interests. However, there are other relationships in the transfer of interests of state-owned companies. However, enterprises controlled by a state controller are related not only because enterprises are controlled by the state. Related relationships.
Article 196 These Articles of Association are written in Chinese. Others Article 209 This Article of Association is written in Chinese. If there is any ambiguity 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 after the latest approval by the industrial and commercial administration authority shall prevail. The Chinese version of the Articles of Association shall prevail after registration.
Amendment to the Articles of Association of Fu'an Pharmaceutical (Group) Co., Ltd.
Article 197 The terms "above" and "within" in this Article 210 The terms "above", "within", ", and below" in this Article all include the original number; "less than", "beyond", "below", "within" and "not less than" all include the original number; "over", "less than" and "more than" do not include the original number. "more than", "less than", "beyond", "less than", "more than"
This number is not included.
Except for the above amendments, other provisions of the original Articles of Association remain unchanged.
Fu'an Pharmaceutical (Group) Co., Ltd.
August 26, 2025