Fujian Aonong Biological Technology Group Incorporation Limited(603363)
constitution
February, 2002
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 six
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders twelve
Section III convening of the general meeting of shareholders seventeen
Section IV proposal and notice of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-seven
Section 1 Directors twenty-seven
Section 2 independent directors thirty
Section III board of Directors thirty-five
Section IV Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors forty-five
Section I supervisors forty-five
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-eight
Section I financial accounting system forty-eight
Section II Internal Audit fifty-two
Section III appointment of accounting firm 53 Chapter IX notices and announcements fifty-three
Section I notice fifty-three
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation fifty-four
Section 1 merger, division, capital increase and capital reduction fifty-four
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 57 Chapter XII Supplementary Provisions fifty-seven
Chapter I General Provisions
Article 1 in order to meet the needs of establishing a modern enterprise system, standardize the organization and behavior of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as “the company”) and safeguard the legitimate rights and interests of the company, shareholders and creditors, 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 laws The articles of association are formulated with reference to the guidelines for the articles of association of listed companies (hereinafter referred to as the guidelines for the articles of association) and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the stock listing rules).
Article 2 the company is a joint stock limited company established by Fujian Fujian Aonong Biological Technology Group Incorporation Limited(603363) science and Technology Group Co., Ltd. in accordance with the company law and other relevant regulations. It is registered with the Administration for Industry and Commerce of Zhangzhou City, Fujian Province and has obtained the business license of enterprise legal person. The unified social credit code number is 91350600572989045q.
Article 3 with the approval of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) on September 1, 2017, the company issued 60 million ordinary shares in RMB to the public for the first time, all domestic shares subscribed in RMB to domestic investors, and was listed on the Shanghai Stock Exchange (hereinafter referred to as the “Stock Exchange”) on September 26, 2017.
Article 4 registered name of the company: Fujian Aonong Biological Technology Group Incorporation Limited(603363)
English Name: Fujian Aolong Biological Technology Group Incorporation
Limited
Article 5 domicile of the company: the intersection of xingting road and Baolian Road, Jinfeng Economic Development Zone, Xiangcheng District, Zhangzhou City, Fujian Province.
Postal Code: 363000
Article 6 the registered capital of the company is 68526089300 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, 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.
According to the provisions of the constitution of the Communist Party of China, the company establishes the CPC Fujian Aonong Biological Technology Group Incorporation Limited(603363) committee to carry out party activities. The company shall provide necessary conditions for the activities of Party organizations and protect the legitimate rights and interests of Party members.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, assistant general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is to create value for customers, provide development for employees and make contributions to the society.
Article 13 after being registered according to law, the business scope of the company is: licensed items: feed production; Feed additive production; Veterinary drug management; Food production; Food business; Food business (selling bulk food); Food Internet sales; Internet information services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: research and development of biological feed; Animal husbandry and fishery feed sales; Sales of feed additives; Sales of feed raw materials; Grain purchase; Agricultural scientific research and experimental development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Food business (only pre packaged food is sold); Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Primary processing of edible Shenzhen Agricultural Products Group Co.Ltd(000061) ; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Sales of agricultural and sideline products; Animal casing processing; Import and export of goods; Technology import and export; Engage in investment activities with its own funds (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
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 collected in Shanghai Branch of China Securities Depository and Clearing Corporation
Central depository.
Article 18 the promoters of the company and the number of shares they subscribe for, the mode of capital contribution and the proportion in the registered capital are as follows:
Name / license No. of sequence initiator number of shares (10000 shares) proportion of shares contribution method of contribution time No. (%)
1. Wu Youlin ID card 362426 3700.5959 18.50 non monetary (net assets on August 18, 2015)
2. Zhou Tong ID card 362531 200.0000 1.00 non monetary (net assets on August 18, 2015)
3. Wen Qingqi ID card 360111 200.0000 1.00 non monetary (net assets on August 18, 2015 1965 *********************************************************
4. Liu Guoliang ID card 360104 180.0000 0.90 non monetary (net assets on August 18, 2015)
5. Zhang Jingxue ID card 362422 172.0000 0.86 non monetary (net assets on August 18, 2015)
6. Peng Chengzhou ID card 430102 172.0000 0.86 non monetary (net assets on August 18, 2015)
7. Rao Xiaoyong ID card 362424 172.0000 0.86 non monetary (net assets on August 18, 2015)
8. Yang Zailong ID card 430111 148.0000 0.74 non monetary (net assets on August 18, 2015)
9. Zhou Xinwei ID card 362525 116.0000 0.58 non monetary (net assets on August 18, 2015)
10. Li Chaoyang ID card 362330 116.0000 0.58 non monetary (net assets on August 18, 2015)
11. Luoliangcai ID card 350821 108.0000 0.54 non monetary (net assets on August 18, 2015)
12. Xia Xiaolin ID card 422127 104.0000 0.52 non monetary (net assets on August 18, 2015)
13. Yang Hui ID card 430703 116.0000 0.58 non monetary (net assets on August 18, 2015)
14. Zheng Yongcai ID card 350424 72.0000 0.36 non monetary (net assets on August 18, 2015)
15. Yu Yan ID card 360104 36.0000 0.18 non monetary (net assets on August 18, 2015)
16. Huang Huadong ID card 360428 144.0000 0.72 non monetary (net assets on August 18, 2015)
17. Liu Yong ID card 360104 132.0000 0.66 non monetary (net) (August 18, 2015)
