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津药药业: 津药药业股份有限公司关于变更经营范围、取消监事会、修订《公司章程》及部分治理制度并办理工商变更的公告

Core Viewpoint - Tianjin Pharmaceutical Co., Ltd. is undergoing significant changes in its operational scope, governance structure, and company charter, which require shareholder approval for implementation [1][2][3]. Summary by Sections Changes in Business Scope - The company plans to expand its business scope to include drug import and export, technology import and export, import and export agency, and goods import and export [2][3]. - The revised business scope includes: - License items: drug production, drug commissioned production, veterinary drug production, cosmetic production, food additive production, feed additive production, hazardous chemical operation, special equipment design, and drug import and export [2][3][4]. - General items: investment activities with self-owned funds, technical services, technical development, technical consulting, technical exchange, technical transfer, technical promotion, traditional Chinese medicine extraction, special chemical product manufacturing (excluding hazardous chemicals), and sales of special chemical products [2][3][4]. Amendments to the Company Charter - The company charter has been revised to align with the Company Law and other relevant regulations, with key changes including: - The first article emphasizes the protection of the rights and interests of the company, shareholders, and creditors [3][4]. - The second article clarifies the founding entities of the company [3][4]. - The eighth article specifies that the general manager is the legal representative of the company, and upon resignation, a new legal representative must be appointed within 30 days [4][5]. - The ninth article introduces provisions regarding the legal consequences of actions taken by the legal representative [4][5]. - The twelfth article outlines the company's operational purpose, focusing on innovation and the integration of high technology and economies of scale [6][7]. Governance Structure Changes - The company will abolish the supervisory board, and the current supervisors will be relieved of their duties upon shareholder approval of the relevant proposals [1][2]. - The company expresses gratitude to the supervisory board and all supervisors for their contributions during their tenure [2][3]. Shareholder Meeting and Approval - The proposed changes will be submitted for approval at the upcoming shareholder meeting, and the current supervisory board will continue to fulfill its supervisory duties until the changes are officially enacted [1][2].