Securities code: Shandong Denghai Seeds Co.Ltd(002041) securities abbreviation: Shandong Denghai Seeds Co.Ltd(002041) Announcement No.: 2022007
Announcement on Amending the articles of Association
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Shandong Denghai Seeds Co.Ltd(002041) (hereinafter referred to as “the company”) held the 18th meeting of the 7th board of directors on April 17, 2022
The proposal on Amending the articles of association was adopted, and the specific contents are announced as follows:
1、 Description of the revision of the articles of Association
Relevant provisions of the articles of association of listed companies (2022) need to be further revised in combination with the requirements of Shenzhen stock exchange for the development of listed companies, and the specific contents of the articles of association need to be revised as follows:
Comparison table before and after the amendment of the articles of Association
(April 2022)
Before and after amendment
The company is a joint-stock company established in accordance with the company law and other relevant provisions. The company is a joint-stock company established in accordance with the company law and other relevant provisions
Section 1.02 limited company (hereinafter referred to as “the company”). The company is limited by the people’s Government of Shandong Province as a company (hereinafter referred to as “the company”). The company was established in the form of overall change with the approval of Shandong Provincial People’s Government in lzgz [2000] No. 49 document; Approved by Shangdong Gongshang [2000] No. 49 document, it is established in the form of overall change; Industry and Commerce in Shandong Province
The administrative bureau shall register and obtain a business license. The administrative bureau shall register and obtain a business license.
Business license No.: 3700001806506. Business license No.: 91370 Luthai Textile Co.Ltd(000726) 2099548.
From the effective date, the articles of association of the company shall become the legally binding document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, the rights and obligations between the company and shareholders, and the rights and obligations between the company and shareholders, as well as the rights and obligations between the company, shareholders, directors, supervisors A legally binding document of senior management, which is a legally binding document for the company, shareholders, directors, supervisors and senior managers. A legally binding document for managers. According to the articles of association, the shareholders can start article 1.10, and the shareholders can sue the company according to the articles of Association; The company can sue the shareholders according to the articles of association. The shareholders can sue the directors, supervisors, managers and other senior managers of the company. The shareholders can sue the company, and the company can sue the shareholders, directors and managers; Shareholders may sue shareholders in accordance with the articles of Association; The shareholders may appoint supervisors, managers and other senior managers in accordance with the regulations.
Sue the directors, supervisors, general manager and other senior executives of the company according to the articles of association
Level management.
No new addition: Article 1.12 the company establishes a Communist Party organization and carries 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.
Article 2.02 with the approval of the administrative department for Industry and commerce, the business scope of the company is: crops. With the approval of the administrative department for Industry and commerce, the business scope of the company is: crops
Breeding, production, sub packaging and sales of new varieties (operated with license); Breeding, production, sub packaging and sales of new agricultural varieties (operated with license); Transfer of high-tech R & D and transfer of R & D achievements, promotion, consultation and training of R & D achievements due to crop seed production; Agricultural high-tech R & D and achievement transfer, R & D services; Operate the promotion, consultation and training services of the achievements of the qualification certificate of import and export enterprises of the people’s Republic of China; Operate the import and export business within the scope approved by the people’s Republic of China and the import and export business within the scope approved by the qualification certificate of import and export enterprises of the country.
The issuance of shares of the company shall follow the principles of fairness and impartiality. The issuance of shares of the same kind of company shall follow the principles of openness, fairness and impartiality. Each share shall have the same rights. For shares of the same class issued at the same time, each share of each class shall have the same rights.
Article 3.03 the issuance conditions and price of shares shall be the same; If any unit or individual subscribes for shares of the same class issued at the same time, the issuance conditions and price of each share shall be the same, and the same price shall be paid for each share. Same; The shares subscribed by any unit or individual shall be paid the same price per share.
The company or its subsidiaries (including its subsidiaries) shall not give gifts to the company or its subsidiaries (including its subsidiaries) and shall not provide any assistance to the person who purchases or intends to purchase shares of the company in the form of gifts, advances, guarantees, compensation or loans in the form of article 3.08 and, advances, guarantees, compensation or loans.
Provide any assistance to those who buy shares in the company.
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 with the resolutions of the general meeting of shareholders respectively: with the resolutions of the general meeting of shareholders respectively, the company may increase its capital in the following ways: Article 3.09 (I) public offering of shares;
(I) public offering of shares;
(II) non public offering of shares;
(II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund; (IV) increase the share capital with the accumulation fund;
(V) laws and administrative regulations and other methods approved by the CSRC.
His way.
Under the following circumstances, the company may purchase its own shares in accordance with laws, administrative regulations and departments. However, under any of the following circumstances, except for the purchase of the company’s shares in accordance with the provisions of the rules and the articles of association:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(II) merger with other companies holding shares of the company; (III) use shares for employee stock ownership plan or equity incentive;
(III) use shares for employee stock ownership plan or equity incentive; (IV) shareholders hold the resolution of merger and division of the company made by the general meeting of shareholders, and (IV) shareholders request the company to purchase their shares due to their objection to the resolution of merger and division of the company made by the general meeting of shareholders;
Dissenting and requiring the company to acquire its shares. (V) the company that converts its shares into shares issued by the company; (V) the company that converts its shares into shares issued by the company;
Corporate bonds; (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not engage in the trading of the company’s shares.
The company can purchase its own shares in one of the following ways: the company can purchase its own shares through public centralized trading, (I) centralized bidding trading in stock exchanges; Or other methods approved by laws, administrative regulations and the CSRC. (II) method of offer; Other ways approved by the China Securities Regulatory Commission due to items (III), (V) and (III) of article 3.11 and article 3.12 of the articles of Association; The acquisition of the company’s shares under the circumstances specified in Item (VI) shall be carried out through the public company’s centralized bidding transaction due to items (III), (V) and (III) of article 3.11 of the articles of association.
The acquisition of the company’s shares under the circumstances specified in Item (VI) shall be through public
Centralized bidding transaction.
The company’s acquisition of the company’s shares due to items (I) to (III) of article 3.11 of the articles of association and the original company’s acquisition of the company’s shares due to items (I) and (II) of paragraph 1 of article 3.11 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in paragraph of this chapter, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases the shares of the company in accordance with items (III), (V) and (VI) of article 3.11 of the articles of association due to items (III), (V) and (VI) of article 3.11 of the articles of association, it shall purchase the shares of the company in the presence of more than two-thirds of the directors, and the resolution of the board meeting may be adopted in accordance with the provisions of the articles of association. Or authorized by the general meeting of shareholders, after the company’s acquisition of the company’s shares in accordance with Article 3.11 by the board of directors attended by more than two-thirds of the directors, it belongs to the resolution of the second meeting.
In the case of item (I), it shall be cancelled within 10 days from the date of acquisition; After the company purchases the shares of the company in accordance with paragraph 1 of article 3.11, if it falls under the circumstances of item (II) and (IV), it shall be transferred within 6 months or if it falls under the circumstances of item (I), it shall be cancelled within 10 days from the date of acquisition;
