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美诺华: 宁波美诺华药业股份有限公司章程(2025年6月修订)

Core Points - Ningbo Meinuohua Pharmaceutical Co., Ltd. is a publicly listed company established on February 19, 2004, and registered on February 14, 2012, with a registered capital of RMB 2,198.22861 million [1][2][3] - The company aims to create a leading large-scale biopharmaceutical group with independent intellectual property rights and core competitiveness [2][3] - The company issued 30 million shares to the public on March 10, 2017, and was listed on the Shanghai Stock Exchange on April 7, 2017 [1][2] Company Structure - The company is a permanent corporation with all assets divided into equal shares, and shareholders are liable only to the extent of their subscribed shares [2][3] - The company has established a Communist Party organization to conduct party activities and provide necessary conditions for such activities [2][3] Business Scope - The company is engaged in the production of tablets and capsules, sales of pharmaceutical raw materials and intermediates, and research and development of pharmaceutical raw materials and formulations [3] Share Issuance - The company's shares are issued in the form of stocks, with each share having a par value of RMB 1 [4][6] - The total number of shares issued by the company is 2,198.22861 million, all of which are ordinary shares [6][7] Shareholder Rights and Obligations - Shareholders have rights to dividends, attend and vote at shareholder meetings, supervise company operations, and transfer their shares [10][11] - Shareholders must comply with laws and regulations, pay their subscribed capital on time, and not abuse their rights to harm the company or other shareholders [13][14] Shareholder Meetings - The company holds annual and extraordinary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [16][17] - Shareholder meetings must be convened in accordance with legal and regulatory requirements, and the company must provide legal opinions on the meeting's legality [16][18] Voting and Resolutions - Resolutions at shareholder meetings can be ordinary or special, with ordinary resolutions requiring more than half of the voting rights and special resolutions requiring two-thirds [76][78] - Shareholders must disclose their voting intentions, and related shareholders must abstain from voting on matters involving conflicts of interest [80][81]