LIVZON PHARMACEUTICAL GROUP INC. - English translation of this document is for reference only, if there are discrepancies between the Chinese version, the Chinese version shall prevail.
LIVZON PHARMACEUTICAL GROUP INC.*
麗珠醫藥集團股份有限公司
Articles of Association
(A+H)
(Being approved and effective on 6 December 2022,
at the 2022 Fourth Extraordinary General Meeting of the Company)
- For identification purpose only
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CONTENTS | ||
CHAPTER 1 | GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
CHAPTER 2 | BUSINESS OBJECTIVES AND SCOPE . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
CHAPTER 3 | SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
Section 1 | Issuance of shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 6 |
Section 2 | Change in Capital and Repurchase of Shares . . . . . . . . . . . . . . . . . . . . . . | 10 |
Section 3 | Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 13 |
Section 4 | Financial Assistance for Repurchase of Shares of the Company . . . . . . . . | 14 |
CHAPTER 4 | SHARE CERTIFICATES AND REGISTER OF MEMBERS . . . . . . . | 15 |
CHAPTER 5 | SHAREHOLDER AND SHAREHOLDERS' . . . . . . . . . . . . . . . . . . . . . | |
GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 | |
Section 1 | Shareholder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
Section 2 | General Provisions of the Shareholders' General Meeting . . . . . . . . . . . . | 23 |
Section 3 | Convening of Shareholders' General Meeting . . . . . . . . . . . . . . . . . . . . . . | 25 |
Section 4 | Proposals and Notices of Shareholders' General Meeting . . . . . . . . . . . . . | 27 |
Section 5 | Holding of Shareholders' General Meeting . . . . . . . . . . . . . . . . . . . . . . . . | 29 |
Section 6 | Voting and Resolutions of the Shareholders' General Meeting . . . . . . . . . | 33 |
Section 7 | Special Procedures for Voting by Class Shareholders . . . . . . . . . . . . . . . . | 41 |
CHAPTER 6 | THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 43 |
Section 1 | Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 43 |
Section 2 | The Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 46 |
CHAPTER 7 | PRESIDENT AND OTHER SENIOR | |
MANAGEMENT OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 51 | |
CHAPTER 8 | SUPERVISORY COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 55 |
Section 1 | Supervisors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 55 |
Section 2 | Supervisory Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 55 |
CHAPTER 9 | OBLIGATIONS OF DIRECTORS, SUPERVISORS, | |
PRESIDENT AND OTHER SENIOR MANAGEMENT | ||
OFFICERS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 57 | |
CHAPTER 10 | FINANCIAL AND ACCOUNTING SYSTEM, | |
PROFIT DISTRIBUTION AND AUDIT . . . . . . . . . . . . . . . . . . . . . . | 62 | |
Section 1 | Financial and Accounting System . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 62 |
Section 2 | Internal Audit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 67 |
Section 3 | Engagement of Accounting Firms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 67 |
CHAPTER 11 | NOTICES AND ANNOUNCEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . | 70 |
Section 1 | Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 70 |
Section 2 | Announcements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 71 |
CHAPTER 12 | MERGER, DIVISION, CAPITAL INCREASE, . . . . . . . . . . . . . . . . . . | |
CAPITAL REDUCTION, DISSOLUTION AND LIQUIDATION . . | 72 | |
Section 1 | Merger, Division, Capital Increase and Capital Reduction . . . . . . . . . . . . | 72 |
Section 2 | Dissolution and Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 73 |
CHAPTER 13 | AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . | 75 |
CHAPTER 14 | DISPUTE RESOLUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 76 |
CHAPTER 15 | MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 77 |
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CHAPTER 1 GENERAL PROVISIONS
Article 1 In a bid to safeguard the legitimate rights and interests of Livzon Pharmaceutical Group Inc.* (麗珠醫藥集團股份有限公司) (hereinafter referred to as the "Company"), its
shareholders and creditors, and to regulate the organization and activities of the Company, the Company formulated the Articles of Association in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as the "Special Regulations"), the Reply of the State Council on the Adjustment of the Notice Period for General Meetings and Other Matters Applicable to Overseas Listed Companies (hereinafter referred to as the "Adjustment Reply"), the Mandatory Provisions for Articles of Association of Companies to be Listed Overseas (hereinafter referred to as the "Mandatory Provisions"), the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as the "Hong Kong Listing Rules"), the Letter of Opinion on the Supplements and Amendments to the Articles of Association of the Companies Listed in Hong Kong and the Guidelines on Articles of Association of Listed Companies (as revised in 2022) and other relevant regulations.
Article 2 The Company is a joint stock limited company incorporated pursuant to the Company Law, the Special Regulations and other relevant laws and regulations in the PRC.
The Company was established by way of promotion with seven promoters namely, Macau Nanyue (Group) Co., Ltd. (澳門南粵（集團）有限公司), Guangdong Medicine Group Co., Ltd. (廣東 省製藥工業公司), Zhuhai Credit Cooperative Union (珠海市信用合作聯社), Zhuhai Medicine Corporation (珠海市醫藥總公司), Guangzhou Medicines & Health Products Imp. & Exp. Corp. (廣州醫藥保健品進出口公司), Zhuhai Trust and Consultancy of the Bank of China (中國銀行 珠海信託諮詢公司)and Zhuhai Guihua Employees Mutual Aid Association (珠海桂花職工互
助會) pursuant to the approval documents [1992] No. 29 issued by Zhuhai Economic System Reform Commission (珠海市經濟體制改革委員會)and [1992] No. 45 jointly issued by Joint Examination Group for Pilot Joint Stock Enterprise in Guangdong Province (廣東省企業股份制 試點聯審小組) and Guangdong Economic System Reform Committee (廣東省經濟體制改革委員
會). The Company completed its registration with the Administration of Industry and Commerce of Zhuhai (珠海市工商行政管理局) on 26 January 1985, and obtained the business licence for body
corporate. The number of the business licence was Qi He Yue Zhu Zong Zi No.001111 (企合粵珠 總字第001111號).
Article 3 In April 1993, pursuant to Yue Zheng Jian Fa Zi [1993] No. 001 document (粵證監發
字[1993]001號文) issued by Guangdong Securities Regulatory Committee (廣東省證券監督管理 委員會), Shen Ren Yin Fu Zi [1993] No. 239 document (深人銀複字[1993]第239號文) issued by Shenzhen Special Economic Zone branch of the People's Bank of China (中國人民銀行深圳經濟 特區分行), the Company issued 28,280,000 domestically listed foreign-invested shares (B Shares) that were subscribed by overseas investors in foreign currencies. These shares were granted approval for listing and trading on the B Share Market of the Shenzhen Stock Exchange on 20 July 1993.
In July 1993, pursuant to Yue Zheng Jian Fa Zi [1993] No. 003 document (粵證監發字[1993]001 號文) issued by Guangdong Securities Regulatory Committee (廣東省證券監督管理委員會) and Zheng Jian Fa Shen Zi [1993] No. 19 document (證監發審字[1993]19號文) issued by China
Securities Regulatory Commission (the "CSRC"), the Company issued 13,000,000 A Shares to the public by way of initial public offering. These shares were granted approval for listing and trading on the A Share Market of the Shenzhen Stock Exchange on 28 October 1993.
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Article 4 The registered Company name (in Chinese): 麗珠醫藥集團股份有限公司
The Company name (in English): LIVZON PHARMACEUTICAL GROUP INC.
Article 5 Company Address: | Headquarters Building, 38 Chuangye North Road, Jinwan |
District, Zhuhai | |
Postal code: | 519090 |
Article 6 The registered capital of the Company is RMB945,103,454.
Article 7 The Company is a joint stock limited company with perpetual existence. Article 8 The Chairman of the Company shall be its legal representative.
Article 9 All assets of the Company shall be divided into shares of equal amount and the liability of a shareholder of the Company shall be limited to the proportion of shareholdings held by it. The Company shall bear its liabilities with all of its assets.
Article 10 From the date when the Articles of Association took effect, it shall become the document legally binding the governance over the organization and activities of the Company, as well as the relationship between the Company and its shareholders and that between the shareholders. It is a document with legally binding effect on the Company and its shareholders, Directors, Supervisors and senior management officers. All the aforementioned persons shall be entitled to, pursuant to the Articles of Association, put forward claims concerning the affairs of the Company. Shareholders may, in accordance with the Articles of Association, bring litigation against each other. The shareholders may bring litigations against the Directors, Supervisors and senior management officers of the Company. The shareholders may bring litigation against the Company. The Company may bring litigation against shareholders, Directors, Supervisor and senior management officers.
The litigations referred to in the preceding paragraph include court proceedings and arbitration proceedings.
Article 11 Other senior management officers as referred to in these Articles are the vice presidents, secretary to the Board, and Chief Financial Officer of the Company.
Article 12 The Company shall establish an organization of the Communist Party to carry out the activities of the Party in accordance with the requirements under the Constitution of the Communist Party of China. The Company shall provide necessary conditions for the activities organized by the Party.
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CHAPTER 2 BUSINESS OBJECTIVES AND SCOPE
Article 13 The business objectives of the Company are: to commit in a business that can revive human lives. The development shall be led by technologies and based on industrial productions, which integrates technologies, industrial productions and trading. The Company is diversified, export-oriented with a multi-national operation. Economic efficiency shall be improved continuously, and shall result in contributing to the development of pharmaceuticals and healthcare industries.
Article 14 The scope of business for the Company as approved by the company registration authorities is: the production and sales of bulk medicines for traditional Chinese and Western medicines, pharmaceutical intermediates, traditional Chinese herbal medicines, traditional Chinese medicine drink tablets, medical equipment, sanitary materials, healthcare products, medical cosmetics, over-the-counter drugs for traditional Chinese and Western medicine, biochemical reagents, as well as chemicals, food, information business, bulk medicines, and pharmaceutical diagnostic equipment and reagents; research and development of new drug products, transfer of technology achievements; management services; leasing of pharmaceutical diagnostic equipment; import & export of proprietary products and relevant auxiliary service; wholesale of over-thecounter traditional Chinese medicines, chemical bulk medicines and their preparations, antibiotics bulk medicines and their preparations, biological products (except for preventive biological products), biochemical drugs (where those products are administrated with quota license or special regulations, they shall be subject to the relevant national rules; for other projects that require administrative permits, the Company shall only engage in the same upon the approval being obtained).
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Livzon Pharmaceutical Group Inc. published this content on 07 December 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 December 2022 14:41:04 UTC.
