Stock Code: 000713 stock abbreviation: Hefei Fengle Seed Co.Ltd(000713) No.: 2022-008
Hefei Fengle Seed Co.Ltd(000713)
With regard to the announcement of changing the company's business scope and modifying some provisions of the articles of association, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
On January 27, 2022, Hefei Fengle Seed Co.Ltd(000713) (hereinafter referred to as "the company" or "the company") held the seventh meeting of the sixth board of directors, deliberated and adopted the proposal on changing the business scope of the company and amending some provisions of the articles of association. According to the company law, the new securities law, the regulations of the Communist Party of China on the work of grass-roots organizations of state-owned enterprises (for Trial Implementation), the measures for the administration of the formulation of the articles of association of state-owned enterprises and the guidelines for the articles of association of listed companies (announcement [2019] No. 10 of China Securities Regulatory Commission) According to the latest provisions of relevant laws and regulations, normative documents and the actual needs of the company's production and operation, the company revised some provisions of the articles of association.
1、 Main modifications
1. In combination with the actual needs of the company's production and operation, the company needs to change its business scope, mainly to extend the industrial chain, increase the content of grain purchase, and increase the content of seed R & D, cultivation, storage and transportation according to the requirements of the industrial and commercial administration department;
2. Standardize the term "registered address of the company" and change it to "company domicile". The location of the domicile has been clarified and modified accordingly;
3. Revise the scope of senior management of the company, add general counsel and add the responsibilities of general counsel;
4. Modify some job titles ("manager" is uniformly standardized as "general manager" and "deputy manager" as "deputy general manager");
5. Due to the change of the scope of senior managers, the relevant provisions of the articles of Association for senior managers are revised accordingly;
6. Revise the contents related to the exercise of powers by the general manager;
7. Change the place and online voting time of the company's general meeting of shareholders; Clarify the collector of shareholders' rights and the rights of the collector;
8. Modify the composition of the board of directors of the company, do not set up a vice chairman, add an independent director, and modify the relevant contents accordingly;
9. Clarify and refine the responsibilities of the company's Party committee;
10. On May 19, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the 2020 annual equity distribution plan, and agreed to increase 4 shares for every 10 shares to all shareholders with the capital reserve based on the total share capital of the company 438582129 shares. After the increase, the total share capital of the company will increase to 614014980 shares, and the registered capital of the company needs to be modified accordingly.
2、 Amendment form of articles of Association
The company amended some articles of the articles of association accordingly with the above amendments, as follows (the bold text is the Amendment):
Before and after revision
Article 5 registered address of the company: Gaozhou District, Hefei City, Anhui province article 5 address of the company: the northeast corner of the intersection of Changjiang West Road and Tianlong Road, China (Anhui) free trade new area, the location of the technology center at No. 6500 Changjiang West Road, high tech Zone, Hefei City (the specific name shall be confirmed by the public security department)
Subject to) postal code 231283
The postal code shall be subject to the postal code corresponding to the registered address confirmed by the public security department
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 438582129. 614014980 yuan.
Article 11 trade union organization activities shall be handled in accordance with the people's Republic of China Article 11 trade union organization activities shall be handled in accordance with the company law of the people's Republic of China, the company law of the people's Republic of China, the trade union law of the people's Republic of China and other relevant laws and regulations.
Law and other relevant laws and regulations. The company comprehensively promotes the management of enterprises according to law and compliance management, and implements the general legal adviser system
Degrees.
Article 13 other senior managers mentioned in the articles of association Article 13 other senior managers mentioned in the articles of association refer to the deputy general manager, chief economist and chief accountant of the company, and refer to the deputy general manager, financial principal, directors (financial principal), chief agronomist and Secretary of the board of directors of the company. Secretary of the Council, chief agronomist, chief engineer and chief economist
Division and general counsel.
Article 15 the business scope approved by the company registration authority Article 15 the business scope approved by the company registration authority is: the production and sales of crop seeds and seedlings, the general scope is: the research and development of crop seeds, seedlings and flower seeds, the production and sales of rice, sesame and cotton, and the sales of fertilizer; Agricultural cultivation, production, processing, storage, transportation and sales; Pesticides, special fertilizers, auxin, flavors and fragrances, crop cultivation, acquisition, processing, storage, transportation, marketing, marketing and production of brain and oil. Sale of grain; Pesticides (except for highly toxic and highly toxic pesticides), fertilizers, plants, oil crops, cultivation, storage and transportation, marketing and agricultural and sideline products, including auxins, flavors, flavors, thinner and thin and deep processed products, flowers, packaging materials, oil, tea, agricultural and sideline products and their deep-processing products, packaging and sale; Provide agricultural high-tech development and achievement transfer, production, processing, storage, transportation and sales of agricultural materials; Technical consultation and training services for pre contracting industry; Sales of self-produced products, packaged food and local specialties of the enterprise; Export of road general cargo transportation technology, raw and auxiliary materials and instruments required for the production of the enterprise (except express delivery and dangerous goods); Wholesale of agricultural supporting materials, import of instruments, machinery and equipment, spare parts and technology, and agricultural retail; Agricultural productive infrastructure construction; Export of agricultural high-tech machinery products and import and export of seeds. Technology development, technology transfer and technology promotion; Agricultural Technology (if the above involves licensing, it shall be operated within the scope and duration of the license, consultation and technical services; import and export of goods or technologies). (except for the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval) (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments)
Article 21 the capital stock of the company is all ordinary shares. Article 21 the capital stock of the company is all ordinary shares, totaling 438582129 shares.
614014980 shares in total.
Article 46 the place where the company holds the general meeting of shareholders Article 46 the place where the company holds the general meeting of shareholders is: Changjiang West Road and Tianlong point, high tech Zone, Hefei, Anhui Province: the place where the company's enterprise technology center is located at the northeast corner of the intersection of Hefei Fengle Seed Co.Ltd(000713) building road, No. 6500 Changjiang West Road, Hefei (with conference room 5, 18th floor)
(subject to the confirmation of the public security department) the general meeting of shareholders will be held in the form of on-site meeting, and the general meeting of shareholders will be held in the form of on-site meeting.
Hold. According to the requirements of relevant regulations, the company will also provide shareholders with a voting platform in the form of network, provide a voting platform in the form of network for shareholders to participate in the general meeting of shareholders, and provide convenience for shareholders to participate in the general meeting of shareholders. It is convenient for shareholders to attend the general meeting of shareholders in the above ways. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. If yes, it shall be deemed to be present.
Article 57 the notice of the general meeting of shareholders includes the following Article 57 the notice of the general meeting of shareholders includes the following
Content: content:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting; (II) matters and proposals submitted to the meeting for deliberation; (II) matters and proposals submitted to the meeting for deliberation; (III) in obvious words: all shareholders (III) in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing. They have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The shareholder's agent does not have to attend the meeting and vote, The proxy need not be a shareholder of the company; Shareholders of the company;
(IV) equity registration of shareholders entitled to attend the general meeting of shareholders (IV) equity registration date of shareholders entitled to attend the general meeting of shareholders; Date recording;
(V) name and telephone number of permanent contact for conference affairs (V) name and telephone number of permanent contact for conference affairs. Code.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals in the notice and supplementary notice of the general meeting of shareholders. It is proposed to discuss and fully disclose all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, and if the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders. Opinions and reasons.
If the general meeting of shareholders adopts the Internet or other means, if the general meeting of shareholders shall adopt the Internet voting method, the voting time and voting procedures of the form with the Internet voting method shall be clearly specified in the notice of the general meeting of shareholders. Time and voting procedures of the shareholders' meeting online or its resolutions. The start time of voting by other means through the Internet voting system shall not be earlier than 9:15 a.m. on the day when the on-site shareholders start voting, 3:00 p.m. on the day before the general meeting, and not later than 9:30 a.m. on the day when the on-site shareholders' meeting ends, and the end time shall not be later than 3:00 a.m. on the day when the on-site shareholders' meeting ends. The online voting time through the trading system of Shenzhen Stock Exchange shall be earlier than 3:00 p.m. on the day when the on-site shareholders' meeting ends. Trading time on the date of the general meeting of shareholders.
The interval between the date of equity registration and the date of the meeting shall be no more than 7 working days. Once the equity registration date is confirmed, it shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed. No change is allowed.
Article 69 the general meeting of shareholders shall be presided over by the chairman. Article 69 the general meeting of shareholders shall be presided over by the chairman. If the chairman is unable or fails to perform his duties, if the vice chairman is unable or fails to perform his duties, it shall be presided over by a director jointly elected by the half chairman (the company has two or more vice chairmen or more directors).
The general meeting of shareholders convened by the main board of supervisors shall be presided over by the board of supervisors with the vice chairman elected by more than half of the directors, and the vice chairman is unable to perform his duties or fails to act as the chairman. When the chairman of the board of supervisors is unable to or fails to perform his duties, the deputy chairman of the board of supervisors and the deputy director of the board of supervisors shall preside over the duties of a bank jointly elected by more than half of the directors. When the chairman is unable or fails to perform his duties, the shareholders' meeting convened by the semi board of supervisors shall be presided over by a supervisor jointly elected by more than one supervisor of the board of supervisors.
The chairman presided. If the chairman of the board of supervisors is unable to perform his duties or fails to perform the general meeting of shareholders convened by shareholders, when the convener carries out his duties, the vice chairman of the board of supervisors and the deputy representative of the board of supervisors shall preside over it.
If the chairman is unable or fails to perform his duties, the meeting shall be presided over by a supervisor jointly elected by the chairman of the shareholders' meeting in violation of the number of proceedings. If the rules make it impossible for the general meeting of shareholders to continue, the general meeting of shareholders convened by the on-site shareholders shall be presided over by the convener with the consent of more than half of the shareholders with voting rights. The general meeting of shareholders may elect one person as the chairman of the meeting. When the general meeting of shareholders continues to be held, the chairman of the meeting violates the rules of procedure of the meeting. If the rules make it impossible for the general meeting of shareholders to continue, with the consent of more than half of the shareholders with voting rights attending the general meeting of shareholders, the general meeting of shareholders may elect one person to act as the chairman of the meeting and continue the meeting.
Article 80 shareholders (including shareholders' agents) shall vote with the number of voting shares they represent, and the number of voting shares they represent shall exercise their voting rights. Each share shall have one vote.
