重药控股: 《公司章程》（2025年7月）

General Provisions - The company aims to protect the legal rights of shareholders, employees, and creditors while ensuring the preservation and appreciation of state-owned assets, in accordance with relevant laws and regulations [1] - The company is established as a joint-stock limited company approved by the Chongqing Municipal Government and registered with the Chongqing Market Supervision Administration [2] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 55 million shares, listed on the Shenzhen Stock Exchange [3] Company Structure - The registered capital of the company is RMB 1,728,184,696 [2] - The company is a permanent joint-stock limited company, with the chairman serving as the legal representative [2] - The legal representative's civil activities conducted on behalf of the company will have legal consequences for the company [2] Governance and Management - The company establishes a party committee in accordance with the Communist Party of China regulations, which plays a leading role in corporate governance [3] - The company implements a dual-entry and cross-appointment leadership system, allowing qualified members of the party committee to enter the board of directors and management [4] Business Objectives and Scope - The company's business objective is to provide comprehensive pharmaceutical services, ensuring the public has access to safe medications, and to achieve integrated development in the pharmaceutical industry [5] - The company is engaged in various licensed activities, including drug production, transportation, and investment in pharmaceutical research and sales projects [5] Share Issuance and Management - The company's shares are issued in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued by the company is 1,728,184,696, all of which are ordinary shares denominated in RMB [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including the right to propose and vote on resolutions at shareholder meetings [11][12] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not misuse their rights to harm the company or other shareholders [16] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [20] - The company must provide legal opinions on the legality of the meeting's procedures and resolutions [21] Voting and Resolutions - Resolutions at shareholder meetings can be classified as ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring a two-thirds majority [32] - The company must ensure that voting results, especially those affecting minority investors, are disclosed promptly [33]