chapter
Cheng
Revised in March 2022
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV Party committee of the company section I party organization setting section II Party committee of the company section III Discipline Inspection Commission of the company Chapter V shareholders and general meetings of shareholders section I general provisions of the general meeting of shareholders section III convening of the general meeting of shareholders Section IV proposal and notice of the general meeting of shareholders Section V convening of the general meeting of shareholders section VI voting and resolutions of the general meeting of shareholders Chapter VI board of directors section 1 directors section 2 independent directors
Section III board of directors Chapter VII senior managers section I General Manager section II Secretary of the board of directors Chapter VIII board of supervisors section I supervisors section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit section I financial accounting system section II Internal Audit Section III appointment of accounting firms Chapter X notice and announcement section I notice section II announcement Chapter XI merger, division, capital increase, capital reduction Dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter 12 amendment to Chapter 13 supplementary provisions
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, these 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), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) 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 established in the form of initiation with the approval of e.t.g. [1998] No. 34 document of Hubei Economic System Reform Commission; Registered with Hubei Administration for Industry and commerce, obtained a business license and unified social credit Code: 9142 Shenzhen Energy Group Co.Ltd(000027) 1756344p.
Article 3 the company issued 35 million ordinary shares in RMB to the public for the first time on July 31, 2000 with the approval of the CSRC’s Zheng Jian FA Zi [2000] No. 105 document. This part of the shares were listed on the Shanghai Stock Exchange on August 18, 2000.
Article 4 registered name of the company: Angel Yeast Co.Ltd(600298)
English Name: Angel yeast Co., Ltd
Article 5 company domicile: No. 168, Chengdong Avenue, Yichang City, Hubei Province (formerly No. 24, Zhongnan Road, Yichang City)
Postal Code: 443003
Article 6 the registered capital of the company is 832692943 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 the company shall earnestly implement the party’s line, principles, policies, decisions and arrangements, unswervingly adhere to the party’s leadership over state-owned enterprises, unswervingly strengthen the party building in state-owned enterprises, ensure that the party’s leadership, Party building and comprehensive and strict governance of the party are fully reflected and effectively strengthened in deepening the reform of state-owned enterprises, and promote the strengthening, excellence and expansion of state-owned enterprises.
Article 11 the company shall establish a Communist Party to organize and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization, establishes the party’s working organization, provides complete and strong party affairs staff, and ensures the working funds of the party organization. The establishment of Party organization and staffing shall be incorporated into the enterprise management organization and staffing, and the full-time party affairs staff shall be allocated at a proportion of no less than 1% of the total number of employees. Party organization work funds shall be included in the company’s budget, implemented at no less than 1% of the total wages of employees, and disbursed from the company’s management fees. Article 12 according to the requirements of the modern state-owned enterprise system with Chinese characteristics, the corporate governance structure of the company is composed of the Party committee, the board of directors, the board of supervisors and the managers. The party organization plays the role of leadership core and political core, the board of directors plays the role of decision-making, the board of supervisors plays the role of supervision and the managers play the role of operation and management.
Article 13 in terms of the company’s organizational structure, adhere to and improve the leadership system of “two-way entry and cross appointment”. Qualified members of the Party committee team can enter the board of directors, the board of supervisors and the management through legal procedures. Qualified members of the board of directors, the board of supervisors and the management can enter the Party committee in accordance with relevant regulations and procedures. In principle, the Secretary and chairman of the Party committee are generally held by one person, and the general manager of the Party member is the deputy secretary. The Secretary of the Party committee is the first person responsible for the party construction of the company. The full-time deputy secretary is directly responsible for the party construction, the Secretary of the Discipline Inspection Commission is responsible for the discipline inspection and supervision, and the members of the Party committee implement “one post and two responsibilities”.
Article 14 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, members of the Discipline Inspection Commission of the Party committee, 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 15 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors, person in charge of Finance and chief engineer of the company.
Chapter II business purpose and scope
Article 16 the company’s business purpose is to use biological high technology to serve the public.
Article 17 after being registered according to law, the business scope of the company is permitted: food production; Condiment production; Beverage production; Health food production; Food additive production; Food sales; Food Internet sales; Liquor business; Production of formula food for special medical purposes; Infant formula production; Road cargo transportation (excluding dangerous goods); Drug production; Commissioned production of drugs; Wholesale of drugs; Drug retail; Feed additive production; Fertilizer production; Internet information services; The second category of value-added telecommunications services; Inspection and testing services; Acting bookkeeping; For profit private vocational skill training institutions. (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)
General items: food sales (only pre packaged food); Internet sales of food (only pre packaged food); Sales of health food (prepackaged); Sales of food additives; Engineering and technical research and test development; Sales of formula food for special medical purposes; Sales of infant formula milk powder and other infant formula foods; Research and development of industrial enzyme preparation; Research and development of biochemical product technology; Manufacturing of daily chemical products; Sales of daily chemical products; Manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); General equipment repair; Repair of special equipment; Instrument repair; Electrical equipment repair; Industrial Siasun Robot&Automation Co.Ltd(300024) installation and maintenance; Maintenance of electronic and mechanical equipment (excluding special equipment); Import and export of goods; Technology import and export; Animal husbandry and fishery feed sales; Sales of feed raw materials; Sales of feed additives; Research and development of bio organic fertilizer; Research and development of compound microbial fertilizer; Fertilizer sales; Fertilizer sales; Sales of household appliances; Sales of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Retail of kitchenware, sanitary ware and daily sundries; Sales of class I medical devices; Sales of class II medical devices; Advertising design and agency; Advertising production; Advertising; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Retail of pet food and supplies; Wholesale of pet food and supplies; Mechanical equipment sales.
(except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Chapter III shares
Section 1 share issuance
Article 18 the shares of the company shall be in the form of shares.
Article 19 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 20 the par value of the shares issued by the company shall be indicated in RMB.
Article 21 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 22 when the company was established, it issued 100.7 million shares to Hubei Angel biological Group Co., Ltd., Yichang Xianfeng Technology Development Co., Ltd., Hubei Xiling wine Corporation, Guizhou Runfeng (Group) Industrial Co., Ltd. and Yichang Yimeitang condiment Co., Ltd., of which Hubei Angel biological Group Co., Ltd. subscribed 69.2 million shares with operating assets.
Article 23 the total number of shares of the company is 832692943, all of which are ordinary shares in RMB.
Article 24 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 25 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 26 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 27 the company shall not purchase its own shares. However, except under any of 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.
Article 28 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 27 of the articles of association, it shall be conducted through public centralized trading.
Article 29 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 27 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 27 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 27 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 30 the shares of the company may be transferred according to law.
Article 31 the company does not accept the shares of the company as the subject matter of the pledge.
Article 32 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 33 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 six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
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 paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV Party committee of the company
Section 1 Establishment of Party Organization
Article 34 the company, in accordance with the provisions of the party constitution and with the approval of the superior party organization, establishes the security organization of the Communist Party of China
