Muyuan Foods Co.Ltd(002714) articles of Association
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 five
Section III share transfer six
Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders ten
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders eighteen
Chapter V board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Section III Special Committee of the board of Directors thirty-two
Chapter VI president and other senior managers Chapter VII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors thirty-five
Chapter VIII Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II Internal Audit forty-two
Section III appointment of accounting firm forty-two
Chapter IX notices and announcements forty-three
Section I notice forty-three
Section II announcement forty-four
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-four
Section 1 merger, division, capital increase and capital reduction forty-four
Section 2 dissolution and liquidation forty-five
Chapter XI amendment of the articles of Association 47 Chapter XII Supplementary Provisions forty-seven
Muyuan Foods Co.Ltd(002714) articles of Association
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company.
Article 2 Muyuan Foods Co.Ltd(002714) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law, the regulations of the people’s Republic of China on the administration of company registration and other relevant provisions.
The company initiated the establishment in the form of overall change of limited liability company, and was registered with Nanyang Administration for Industry and commerce at the beginning of the establishment; Now Henan Administration for Industry and commerce is registered and holds the business license. The unified social credit code is 9141000706676846c.
Article 3 on January 6, 2014, with the approval of the reply on Approving the initial public offering of Muyuan Foods Co.Ltd(002714) issued by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) (zjxk [2014] No. 40), the company issued 30 million new ordinary shares to the public for the first time, Listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on January 28, 2014.
On October 20, 2017, the company issued 24759300 preferred shares with a par value of RMB 100 per share in a non-public manner and was listed on the Shenzhen Stock Exchange on February 6, 2018 with the approval of the CSRC zjxk [2017] No. 1865 document.
Article 4 registered name of the company: Muyuan Foods Co.Ltd(002714) .
English name of the company: multiuan Foods Co., Ltd
Article 5 The domicile of the company: guanchangshuitian village, Neixiang, postal code: 474350
Article 6 the total investment of the company is 5262358594 yuan, and the registered capital is 5262358594 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 company to the extent of the shares they subscribe for, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 10 from the effective date, the articles of association 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 and senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors and senior managers.
Article 11 the senior managers mentioned in the articles of association refer to the president, executive vice president, vice president, Secretary of the board of directors, financial director, Chief Human Resources Officer (CHO), Chief Legal Officer (CLO), Chief Strategic Officer (CSO), general manager of development and construction, chief operating officer of pig production, general manager of muyuan meat and chief intelligent Officer (Caio).
Chapter II business purpose and scope
Article 12 the company’s business purpose: to lead the industry and create a high-quality life from responsibility.
Article 13 after registration according to law, the business scope of the company: licensed items: livestock breeding; Breeding livestock and poultry production; Breeding livestock and poultry management; For the operation of live livestock and poultry in Hong Kong and Macao; Feed production; Livestock slaughter; Food production; Food sales; Harmless treatment of animals.
General items: grain purchase; Grain sales; Sales of feed raw materials; Sales of feed additives; Animal husbandry and fishery feed sales; Livestock sales; Treatment and utilization of livestock and poultry manure; Import and export of goods; Technology import and export; Import and export agency; Renewable resources processing; Sales of renewable resources. (the specific description of the above business scope shall be subject to the approval of the registration authority).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares. The shares issued by the company are divided into ordinary shares and preferred shares. Ordinary shares refer to the ordinary classes of shares issued by the company under the general provisions of the company law.
Preferred shares refer to other types of Shares specified in addition to ordinary shares generally stipulated in the company law. The holders of shares have priority over ordinary shareholders to distribute the company’s profits and remaining property, but their rights to participate in the company’s decision-making and management are limited.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB. The par value of ordinary shares is RMB 1 per share and the par value of preferred shares is RMB 100 per share.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is established by 28 promoters. At the time of the establishment of the company, the names of the promoters, the number of shares held, the proportion of shares held and the way of capital contribution are as follows:
Serial number shareholder (sponsor) name or number of shares (shares) shareholding ratio contribution method
1 Qin Yinglin 137935458 68.97% of net assets
2 Neixiang Muyuan Industrial Co., Ltd. 49186287 24.59% of net assets
3 Qian Ying 4008819 2.00% of net assets
4 Qian Yunpeng 3698058 1.85% of net assets
5. Yang Ruihua 481059 0.24% of net assets
6 Cao Zhinian 481059 0.24% of net assets
7. Su danglin 481059 0.24% of net assets
8 Li Fuqiang 481059 0.24% of net assets
9 Zhang chunwu 400883 0.20% of net assets
10 Chu Ke 320706 0.16% of net assets
11 Qin Yingfan 320706 0.16% of net assets
12 Qin Yingze 280617 0.14% of net assets
13 Xinya 240529 0.12% net assets
14 Tian Fangping 240529 0.12% net assets
15 Zhang Mingbo 200441 0.10% of net assets
16 Xue Yuzhen 160353 0.08% of net assets
17 Qian Xiaopeng 160353 0.08% of net assets
18 Yang Junwu 120265 0.06% of net assets
19 Zhang Jianqun 80176 0.04% net assets
20 Xue Xing 80176 0.04% of net assets
21 Xu Yumei 80176 0.04% of net assets
22 Hu Xu 80176 0.04% of net assets
23 Liu Yajing 80176 0.04% of net assets
24 Daxing 80176 0.04% net assets
25 Guo Baojun 80176 0.04% of net assets
26 Chen yuliai 80176 0.04% of net assets
27 Qin Yinghui 80176 0.04% of net assets
28 Qin Yinghe 80176 0.04% of net assets
Total 200000000 100.00%
Article 19 the capital structure of the company consists of ordinary shares and preferred shares. The total number of shares of the company is 5287117894, including 5262358594 ordinary shares and 24759300 preferred shares.
Article 20 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those who purchase or intend to purchase the company’s shares in the form of gifts, advances, guarantees, compensation or loans.
Section II increase, decrease and repurchase of shares
Article 21 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 China securities regulatory department. Preferred shares issued by the company
