Northeast Tiger Pharmaceutical : Announcements and Notices - Articles of Association (397KB, PDF)

ntt articles of association translated on 2013_5

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Articles of Association of Northeast Tiger Pharmaceutical Co., Ltd.

(approved by the 2002 first extraordinary general meeting of the Company on February 15, 2002) (modified by extraordinary general meeting of the Company on September 30, 2004 and January 10, 2016)

Chapter	Index Title	Page
Chapter 1	General Provisions……………………………………...	2
Chapter 2	Purpose and Scope of Business …………………….	4
Chapter 3	Shares and Registered Capital of the Company ….	6
Chapter 4 Chapter 5	Reduction of Capital and Buy-Back of Shares …… Financial Assistance for the Purchase of Company Shares ……………………………………….	9 12
Chapter 6	Shares and Register of Shareholders ………………	14
Chapter 7	Rights and Obligations of Shareholders …………...	20
Chapter 8 Chapter 9	Shareholders' General Meeting ……………………... Special Procedures for Voting of Class Shareholders …………………………………………….	23 34
Chapter 10	Board of Directors ……………………………………...	38
Chapter 11	Secretary to the Board ………………………………...	45
Chapter 12	General Manager of Company ……………………….	48
Chapter 13 Chapter 14	Supervisory Committee Qualifications and Obligations of the Directors, Supervisors, General Manager, Deputy General Manager(s), Chief Financial Officer and Other Senior Management ……………………………………	49 52
Chapter 15	Financial and Accounting Systems and Distribution of Profit …………………………………...	61
Chapter 16	Engagement of Auditors ………………………………	66
Chapter 17	Merger and Division ……………………………………	70
Chapter 18	Dissolution and Liquidation ………………………….	71
Chapter 19 Chapter 20	Amendment Procedures of the Articles of Association ……………………………………………… Notices ……………………………………………………	74 75
Chapter 21	Settlement of Disputes ………………………………...	76
Chapter 22	Supplementary Provisions …………………………...	77

Note: In terms of the Articles of Association margin, "Mandatory Provisions" refers to the listing department of the China Securities Regulatory Commission and the former State Commission for Restructuring the Economy jointly promulgated the "Mandatory Provisions for the Articles of Association of Companies Listed Overseas", "Listing Rules" means the Hong Kong Stock Exchange GEM Listing Rules; "Zheng Jian Hai Han" refers to listed overseas department of the China Securities Regulatory Commission and the former State Commission for Restructuring the Economy System Department jointly issued "additional modifications opinion letter of the Articles of Association of the Company for the Hong Kong listed companies "( Z.J.H.H. No. 1 [1995]); "Opinions: refers to the State Economic and Trade Commission and the China Securities Regulatory Commission jointly issued opinions on the views of overseas listed companies to further promote the standardized operation and deepen the reform; "Secretarial work guidelines" means guidelines issued by the China Securities Regulatory Commission of the overseas listed company for the Secretary of the Board of Directors.

Articles of Association of Northeast Tiger Pharmaceutical Co., Ltd

Chapter 1: General Provisions

Article 1 Northeast Tiger Pharmaceutical Co., Ltd (the "Company") is a company limited by shares established in accordance with the Company Law of the People's Republic of China (the "Company Law").

Mandatory Provisions Article 1

Following approval by Document [2001]18 of Jilin Provincial Government and Document Jigaigu Number [2000]17 of the Jilin Provincial Commission for Economic Restructuring, the Company was established by means of promotion, and registered with the Jilin Provincial Administration for Industry and Commerce and obtained a body corporate business license on June 30, 2000. The original registration number of the business license was 2200001004702.

The promoters of the Company are Jilin Yuandong Pharmaceutical Group Company Limited, Xu Zhe, Xu Daotian, Li Shulian, Liu Xiaohong, Zhang Yabin and Leng Zhanren.

Article 2 Registered name of the Company: Chinese:

English: Northeast Tiger Pharmaceutical Company Limited

Mandatory Provisions Article 2

Article 3 Domicile of the Company: No.3, No.2 Road, Jilin High-tech Development Zone, Jilin Province, the PRC

Postal Code: 132013

Telephone: [phone]

Facsimile: 0432-64879802

Mandatory Provisions Article 3

Article 4 The Chairman shall be the legal representative of the Company.

Mandatory Provisions Article 4

Article 5 The Company is a company limited by shares existing in perpetuity.

Mandatory Provisions Article 5

The right and obligations of shareholders of the Company is coincided with the shares held by them, the Company commit to pay its debts based on its total assets.

The Company is an independent legal entity governed and protected by laws and administrative regulations of the People's Republic of China.

Article 6 Pursuant to the Company Law, the Overseas Offering and Listing of Shares of special provisions "(referred to as "special provisions"), "Companies Listed Overseas Mandatory Provisions for Articles" ("Mandatory Provisions")and other national laws and administrative regulations of the relevant provisions, on second extraordinary general meeting held in July 11, 2001, the original Articles of Association of the Company (referred to as the "Articles of Association of the Company") has been revised and formulate this Articles of Association of the Company (or the Articles of Association and the Articles of Association) become effective.

Article 7 The original Articles of Association come into effect from the date on change of registration from the limited liability company to a joint stock limited company.

Mandatory Provisions Article 6

The Articles of Association were approved by the special resolution of the Company's general meeting. It was approved by China Securities Regulatory Commission and entered into force, and supersede the registered original articles of association of the Company.

Article 8 The Articles of Association of the Company shall be a legally binding document that regulates the organization and acts of the Company as well as the rights and obligations between the Company and the shareholders and among shareholders from the date on which they become effective.

Mandatory Provisions Article 6

Article 9 The Articles of Association shall be binding upon the Company and its shareholders, directors, supervisors, general manager, deputy general managers, officer in charge of finance and other senior management staff. All the above persons may make claims related to Company

Mandatory Provisions Article 7