亿帆医药: 《公司章程》修正案

Core Viewpoint - The company is revising its Articles of Association to align with updated legal regulations and its operational realities, which will be submitted for shareholder approval [1]. Summary by Sections Company Structure and Governance - The company is established as a joint-stock limited company in accordance with the Company Law and other relevant regulations [2]. - The legal representative of the company will be the president, who is elected by the board of directors [3]. Amendments to Articles of Association - The first article has been amended to include employees alongside shareholders and creditors in protecting their legal rights [1]. - New provisions have been added to clarify the responsibilities of the legal representative and the company's liability for civil activities conducted in its name [4]. Shareholder Rights and Responsibilities - Shareholders are entitled to rights based on their shareholdings, including profit distribution and participation in decision-making processes [12]. - Shareholders holding more than 5% of shares must report any pledging of their shares to the company [39]. Capital Structure and Share Issuance - The total number of shares issued by the company is 1,216,390,085, all of which are ordinary shares [7]. - The company can increase its capital through various methods, including public offerings and private placements, subject to shareholder approval [8]. Share Repurchase and Financial Assistance - The company may repurchase its shares through public trading or other legally recognized methods, with specific conditions outlined for different scenarios [9][10]. - Financial assistance for acquiring shares is limited to 10% of the total issued capital [7]. Shareholder Meetings and Decision-Making - The company’s shareholder meetings are the highest authority, responsible for major decisions such as approving financial reports and capital changes [21]. - Specific conditions are set for convening extraordinary shareholder meetings, including significant losses or requests from major shareholders [23]. Compliance and Legal Obligations - The company and its controlling shareholders must adhere to legal obligations and maintain transparency in operations, including timely disclosure of significant events [19][20].