Yuan Longping High-Tech Agriculture Co.Ltd(000998) articles of Association
(Revised Version)
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares six
Section III share transfer Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders fourteen
Section IV proposal and notice of the general meeting of shareholders sixteen
Section V convening of the general meeting of shareholders eighteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-six
Section 1 Directors twenty-six
Section II board of Directors Chapter VI decision making Committee, rotating president and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors 38 Chapter VIII Financial Accounting system, profit distribution and audit thirty-nine
Section I financial accounting system thirty-nine
Section II Internal Audit forty-four
Section III appointment of accounting firm Chapter IX notices and announcements forty-five
Section I notice forty-five
Section II announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation forty-six
Section 1 merger, division, capital increase and capital reduction forty-six
Section 2 dissolution and liquidation 47 Chapter XI amendment of the articles of Association 49 Chapter XII Supplementary Provisions fifty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company was approved by the Hunan Provincial People’s government XZH [1999] No. 39 document, established in the form of sponsorship, registered with the Hunan Provincial Administration for Industry and commerce, obtained a business license and unified social credit code 914300007121924698.
Article 3 the company issued 55 million ordinary shares in RMB to the public for the first time on May 10, 2000 with the approval of the document “Zheng Jian FA FA Zi [2000] No. 61” of the China Securities Regulatory Commission, and was listed on the Shenzhen Stock Exchange on December 11, 2000.
Article 4 Chinese name of the company: Yuan Longping High-Tech Agriculture Co.Ltd(000998)
The English name of the company is Yuan Longping High Tech Agriculture Co., Ltd
Article 5 the company’s domicile is block a, No. 618 Heping Road, Furong district, Changsha City, Hunan Province, postal code: 410125.
Article 6 the registered capital of the company is RMB 1316970298.
Article 7 the company is a permanent joint stock limited company.
According to the company law and the articles of association of the Communist Party of China, the company establishes an organization of the Communist Party of China to carry out party activities, and the company shall provide necessary conditions for the activities of the party organization.
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 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 the company, and the company can sue shareholders, directors, supervisors, rotating president and other senior managers. Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s senior vice president, vice president, Secretary of the board of directors, person in charge of Finance and other personnel confirmed as holding important positions by the resolution of the board of directors. Chapter II business purpose and scope
Article 12 the business purpose of the company is to study, transform and popularize agricultural high-tech achievements, devote to the rural economy, take modern management as the means, take economic benefits as the core, and make contributions to farmers’ prosperity and rural economic development on the basis of the best benefits obtained by all shareholders.
Article 13 after being registered according to law, the business scope of the company is: crop seed business; Seed production of major crops; Non major crop production; Transgenic crop seed production; Transgenic cotton seed production; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Pesticide production; Wholesale of pesticides; Pesticide retail; Research and development of biopesticide technology; Fertilizer sales; Fertilizer production; Fertilizer sales; Sales of agricultural and sideline products; Food production; Food sales; Food sales (only pre packaged food); Food processing and food production; Grain purchase; Primary processing of edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Agricultural scientific research and experimental development; Intelligent agricultural management; Agricultural specialty and auxiliary activities; Technology, information, facility construction and operation and other services related to agricultural production and operation; Import and export of goods; Engage in investment activities with its own funds; Land improvement services; Software development; Information system integration services. (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed items: import and export of crop seeds. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
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.
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 promoters of the company are Hunan Academy of Agricultural Sciences, Hunan Hybrid Rice Research Center, Hunan Dongfang agricultural industry Co., Ltd., Yuan Longping, Changsha Institute of agricultural modernization, Chinese Academy of Sciences and Chenzhou Seed Industry Development Co., Ltd. Among them, Hunan Academy of Agricultural Sciences subscribed 27.5 million shares and contributed at the price of physical assets after evaluation; Hunan Hybrid Rice Research Center subscribed 12.5 million shares and contributed at the price of physical assets after evaluation; Hunan Dongfang agricultural industry Co., Ltd. subscribed 5 million shares and contributed at the price of physical assets after evaluation; Yuan Longping subscribed 2.5 million shares and contributed in the form of monetary capital; Changsha Institute of agricultural modernization, Chinese Academy of Sciences, subscribed 1.5 million shares and contributed in the form of monetary capital; Chenzhou Seed Industry Development Co., Ltd. subscribed 1 million shares and contributed in the form of monetary capital. The time of capital contribution of the sponsors is June 28, 1999.
Article 19 the total number of shares of the company is 1316970298. The capital structure of the company is 1316970298 ordinary shares and 0 shares of other types.
Article 20 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 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 CSRC.
Article 22 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 23 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) 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company acquires its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be conducted through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; Where the company purchases shares of the company due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, a resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 23 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 6 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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 total number of shares held by the directors and supervisors of the company and the change of their holding of shares in the company shall not exceed 25% each year; 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 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities 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.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts.
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 30 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 31 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 32 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;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
