Hefei Fengle Seed Co.Ltd(000713)
common
department
chapter
Cheng
(revised at the 7th Meeting of the 6th board of directors on January 27, 2022, which needs to be submitted to the general meeting of shareholders for deliberation)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders eight
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders eleven
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors eighteen
Section 1 Directors eighteen
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors twenty-seven
Section I supervisors twenty-seven
Section II board of supervisors Chapter VIII party organization of the company Chapter IX Financial Accounting system, profit distribution and audit thirty-one
Section I financial accounting system thirty-one
Section II Internal Audit thirty-four
Section III appointment of accounting firm 35 Chapter X notices and announcements thirty-five
Section I notice thirty-five
Section II announcement Chapter XI merger, division, dissolution and liquidation thirty-six
Section 1 merger or division thirty-six
Section 2 dissolution and liquidation 37 Chapter XII amendment of the articles of Association 39 Chapter XIII Supplementary Provisions thirty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Hefei Fengle Seed Co.Ltd(000713) (hereinafter referred to as "the company"), shareholders and creditors and standardize the organization and behavior of the company, the 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 provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as the company) established in accordance with the company law and other relevant provisions.
The company was established with the approval of Wanzheng Secretary (1997) No. 16 document of Anhui Provincial People's government; Registered with Anhui Administration for Industry and commerce, unified social credit Code: 91340100148974717b.
Article 3 on March 24, 1997, the company issued 45 million ordinary shares in RMB to the public for the first time with the approval of CSRC zjfz [1997] No. 106 document. The company's shares were listed on Shenzhen Stock Exchange on April 22, 1997.
Article 4 registered name of the company: Hefei Fengle Seed Co.Ltd(000713)
HEFEI FENGLE SEED CO., LTD
Article 5 domicile of the company: No. 6500, Changjiang West Road, high tech Zone, Hefei, China (Anhui) pilot Free Trade Zone
Postal Code: 231283
Article 6 the registered capital of the company is 614014980 yuan.
Article 7 the company is a permanent joint stock limited company.
Article 8 the chairman is the legal representative of the company.
Article 9 all the assets of the company are divided into equal shares, the shareholders shall be liable to the extent of their shares, and the company shall be liable for the debts of the company with all its assets.
Article 10 an organization of the Communist Party of China shall be established in the company in accordance with the provisions of the constitution of the Communist Party of China and the requirements of the superior party organization. The party organization plays a leading role in the company and ensures the direction, overall situation and implementation. Adhere to and implement the synchronous planning of Party construction and the reform and development of the company, the synchronous setting of Party organizations and working institutions, the synchronous allocation of Party organization leaders and party affairs staff, and the synchronous development of Party construction. The party organization activities of the company shall be handled in accordance with the articles of association of the Communist Party of China and relevant policies and regulations.
Article 11 trade union organization activities shall be handled in accordance with 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. The company comprehensively promotes the management of enterprises according to law and compliance management, and implements the general legal adviser system.
Article 12 from the effective date, the articles of association of the company shall become a legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can sue shareholders, shareholders can sue directors, supervisors, general manager and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, general manager and other senior managers.
Article 13 other senior managers mentioned in the articles of association refer to the company's deputy general manager, financial director, Secretary of the board of directors, chief agronomist, chief engineer, chief economist and general legal adviser.
Chapter II business purpose and scope
Article 14 business purpose of the company: according to the market demand, the company independently organizes production and operation, actively makes use of the form of company system and its own industrial advantages, and aims to improve economic benefits, labor productivity and maintain and increase the value of assets, so as to enable all shareholders to obtain good economic benefits.
Article 15 the business scope of the company approved by the company registration authority is:
The business scope approved by the company registration authority is: research and development, cultivation, production, processing, storage, transportation and sales of crop seeds, seedlings and flower seeds; Crop planting, purchase, processing, storage, transportation and sales; Pesticides (except for highly toxic and highly toxic pesticides), fertilizers, auxin, flavor, essence, thin brain and thin oil, tea, agricultural and sideline products and their deep processing products, packaging materials production, processing, storage, transportation and sale; Sales of prepackaged food and local specialties; Road transportation of ordinary goods (except express delivery and dangerous goods); Wholesale and retail of agricultural supporting materials; Agricultural productive infrastructure construction; Agricultural high-tech development, technology transfer and technology popularization; Agricultural technical consultation and technical services; Import and export of goods or technology. (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)
Chapter III shares
Section 1 share issuance
Article 16 the shares of the company shall be in the form of shares.
Article 17 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same class shall have the same rights.
For shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Article 20 the company is a joint stock limited company with Hefei seed company as the sole sponsor. When establishing a joint-stock company, the sponsors took the main production and operation net assets of 96898624 yuan converted into 630 million National shares as the sponsor share capital and publicly raised to the public. The first registration date of the company is April 16, 1997.
Article 21 the capital stock of the company is all ordinary shares, totaling 614014980 shares.
Article 22 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to those who purchase or intend to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 23 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may increase its capital in the following ways through resolutions made by the general meeting of shareholders:
(I) public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund;
(V) other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 24 according to the provisions of the articles of association, the company may reduce its registered capital. The reduction of the registered capital of the company shall be handled in accordance with the company law, other relevant provisions and the procedures stipulated in the articles of association.
Article 25 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) the shareholders request the company to purchase their shares because they disagree with the resolution on merger and division of the company made by the general meeting of shareholders;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company's value and shareholders' rights and interests.
Except for the above circumstances, the company will not buy or sell its shares.
Article 26 the company may choose one of the following ways to purchase its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be carried out through public centralized trading.
Article 27 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 25 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be subject to the resolution of the board meeting attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 25 of the articles of association, if it belongs to the situation in Item (I), it shall be cancelled within 10 days from the date of acquisition; In the case of items (II) and (IV), it shall be transferred or cancelled within six months; In the case of items (III), (V) and (VI), the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within three years.
Section 3 share transfer
Article 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company's shares as the subject matter of the pledge.
Article 30 the shares of the company held by the promoters shall not be transferred within one year from the date of establishment of the company. The shares issued before the company's public offering of shares shall not be transferred within one year from the date when the company's shares are listed and traded on the stock exchange.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 31 the company's directors, supervisors, senior managers and shareholders holding more than 5% of the company's shares sell the company's shares within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people's court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 32 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 33 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 34 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders' agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
