国药现代: 公司章程

General Provisions - The purpose of the articles of association is to protect the legal rights of the company, shareholders, employees, and creditors, and to regulate the company's organization and behavior according to relevant laws [1][3] - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations, with a registered capital of RMB 1,341,172,692 [2][10] - The company was approved for its initial public offering of 33,000,000 shares on June 16, 2004, and is listed on the Shanghai Stock Exchange [1][3] Business Objectives and Scope - The company's business objective is to utilize advanced scientific technology to continuously develop and produce new pharmaceutical products and processes, aiming to become a technology enterprise with significant economic benefits [4] - The registered business scope includes the manufacturing of pharmaceuticals and health products, sales of pharmaceuticals and medical devices, and various technology development and consulting services [4][5] Party Committee - The company has established a Communist Party organization to conduct party activities, providing necessary conditions for such activities [5] - The Party Committee is responsible for leading the company’s political construction and ensuring the implementation of major decisions from the Party [5][6] Share Issuance - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice, with equal rights for each share of the same category [6][7] - The total number of ordinary shares approved for issuance at the company's establishment was 54,191,940 shares, with specific contributions from founding entities [7][10] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, supervision of company operations, and access to company documents [15][16] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [20][21] 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 [57][58] - Shareholder meetings must be convened in accordance with legal procedures, and shareholders holding more than 10% of shares can request extraordinary meetings [61][63] Decision-Making and Voting - Major decisions, including capital increases, mergers, and significant transactions, require approval from the shareholder meeting [53][54][56] - Voting procedures must be transparent, and shareholders can appoint proxies to attend and vote on their behalf [75][76]