Articles of Association
Chapter 1 General Provisions
Article 1 For the purpose of safeguarding the legitimate rights and interests of the company, shareholders, employees, and creditors, and to regulate the organization and conduct of the company, these Articles of Association are formulated 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"), and other relevant regulations.
Article 2 The Company is a joint-stock limited company established in accordance with the "Company Law" and other relevant regulations (hereinafter referred to as the "Company"). The Company was established through the approval of the Tianjin Municipal People's Government's document Jin Gu Pi [2001] No. 9, "Reply on Agreeing to the Establishment of Tianjin Lisheng Pharmaceutical Co., Ltd." by Tianjin Pharmaceutical Group Co., Ltd., Tianjin Ningfa Group Co., Ltd., Tianjin Xiqing Economic Development General Company, and Mr. Peng Honglai as promoters. It was established through the issuance of shares and registered with the Tianjin Administration for Industry and Commerce, obtaining a business license with a unified social credit code of 91120000103069502J.
Article 3 The Company was approved by the China Securities Regulatory Commission on March 26, 2010, to issue 46 million shares of RMB ordinary shares to the public for the first time. It was listed on the Shenzhen Stock Exchange on April 23, 2010, with an issue price of RMB 45 per share.
Article 4 The registered name of the Company is: Chinese Name: 天津力生制药股份有限公司 English Name: Tianjin Lisheng Pharmaceutical Company Ltd.
Article 5 The registered address of the Company is: No. 16, Saida North 1st Road, Xiqing Economic and Technological Development Area, Tianjin. Postal Code: 300385
Article 6 The registered capital of the Company is RMB 257,586,843.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The Chairman of the Board is the legal representative of the Company. If the Chairman resigns, it is deemed that the legal representative has also resigned. The Company shall appoint a new legal representative within thirty days from the date of resignation of the legal representative.
Article 9 Civil activities conducted by the legal representative in the name of the Company shall be borne by the Company. Restrictions on the powers of the legal representative stipulated in these Articles of Association or by the shareholders' meeting shall not be used against bona fide third parties. If the legal representative causes harm to others in the performance of his duties, the Company shall bear civil liability. After the Company bears civil liability, it may recover from the legal representative with fault in accordance with the provisions of laws or these Articles of Association.
Article 10 In accordance with the "Constitution of the Communist Party of China," the organization of the Communist Party of China shall be established, Party activities shall be carried out, a Party work organization shall be established, Party staff shall be adequately equipped, and the operating expenses of the Party organization shall be guaranteed.
Article 11 Shareholders shall be liable to the Company to the extent of their subscribed shares, and the Company shall be liable for its debts with all its assets.
Article 12 These Articles of Association, from the date of their effectiveness, shall be a legally binding document regulating the organization and conduct of the Company, and the relationship between the Company and shareholders, and between shareholders. They shall be legally binding on the Company, shareholders, members of the Party Committee, directors, and senior management personnel. In accordance with these Articles of Association, shareholders may sue shareholders, shareholders may sue the Company's directors and senior management personnel, shareholders may sue the Company, and the Company may sue shareholders, directors, and senior management personnel.