four
Articles of Association
(Draft)
Shandong Denghai Seeds Co.Ltd(002041)
April 2022
catalogue
Chapter I General Provisions three
Chapter II business purpose and scope four
Chapter III shares four
Chapter IV shareholders and general meeting of shareholders seven
Chapter V board of Directors twenty-three
Chapter VI managers and other senior managers thirty
Chapter VII board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Chapter IX notices and announcements thirty-eight
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Chapter XI amendment of the articles of Association forty-three
Chapter XII Supplementary Provisions forty-three
Shandong Denghai Seeds Co.Ltd(002041) articles of Association
(revised in April 2022)
Chapter I General Provisions
Article 1.0L 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 1.02 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions. 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; Registered with Shandong Administration for Industry and Commerce and obtained a business license.
Business license No.: 91370 Luthai Textile Co.Ltd(000726) 2099548.
Article 1.03 with the approval of China Securities Regulatory Commission, the company issued 22000000 ordinary shares in RMB to the public for the first time on March 17, 2005, and was listed on Shenzhen Stock Exchange on April 18, 2005.
Article 1.04 registered name of the company: Shandong Denghai Seeds Co.Ltd(002041)
[Full English name]: Shanghai seeds Co., Ltd
Article 1.05 company domicile: west side of Chengshan Road, Academy of Agricultural Sciences, Laizhou City, Shandong Province, postal code: 261448
Article 1.06 the registered capital of the company is RMB 88000000.
Article 1.07 the company is a permanent joint stock limited company.
Article 1.08 the chairman is the legal representative of the company.
Article 1.09 all the assets of the company are divided into equal shares. The shareholders shall be liable to the company to the extent of their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 1.10 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 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.
Article 1.11 the term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 1.12 the company shall establish a Communist Party organization 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.
Chapter II business purpose and scope
Article 2.01 the company’s business purpose: relying on science and technology, market-oriented, development and innovation, and serving all seed users.
Article 2.02 with the approval of the administrative department for Industry and commerce, the business scope of the company is: breeding, production, sub packaging and sales of new crop varieties (operating with license); Transgenic crop seed production; Agricultural high-tech R & D and achievement transfer, promotion, consultation and training services of R & D achievements; Operate the import and export business within the approved scope of the qualification certificate of import and export enterprises of the people’s Republic of China.
Chapter III shares
Section 1 share issuance
Section 3.01 the shares of the company shall be in the form of shares.
Section 3.02 all shares issued by the company are ordinary shares.
Article 3.03 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind 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 3.04 the par value of the shares issued by the company shall be indicated in RMB.
Article 3.05 the shares issued by the company shall be centrally deposited in China Securities Depository and Clearing Co., Ltd. Shenzhen Branch.
Article 3.06 the promoters of the company are Laizhou Academy of Agricultural Sciences, Li Denghai, Laizhou hi tech Investment Co., Ltd., Mao Lihua, Zhao Bingxian, Hongta Innovation Investment Co., Ltd., song Tongming and Dong Shuting; The number of shares subscribed are: 51185200 shares of Laizhou Academy of Agricultural Sciences, 7040000 shares of Li Denghai, 3630000 shares of Laizhou hi tech Investment Co., Ltd., 1980000 shares of Mao Lihua, 1320000 shares of Zhao Bingxian, 602800 shares of Hongta Innovation Investment Co., Ltd., 121000 shares of song Tongming and 121000 shares of Dong Shuting; The above promoters subscribed for the shares issued by the company with assets and cash respectively in September 2000.
Article 3.07 the total number of shares of the company is 88000000. The capital structure of the company is 88000000 ordinary shares.
Article 3.08 the company or its subsidiaries (including subsidiaries of the company) 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 3.09 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 approved by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 3.10 according to the provisions of the articles of association, the company may reduce its registered capital. The reduction of its registered capital shall be handled in accordance with the company law, other relevant provisions and the procedures specified in the articles of association.
Article 3.11 the company shall not acquire 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 disagree with the resolution on merger and division of the company made by the general meeting of shareholders,
Require the company to acquire its shares;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares
Coupons;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 3.12 the company may purchase its own shares by means of public centralized trading, or other means approved by laws, administrative regulations and the CSRC.
If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of article 3.11 of the articles of association, it shall be conducted through public centralized bidding transaction. Article 3.13 the company’s acquisition of shares of the company due to the circumstances specified in 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 items (III), (V) and (VI) of article 3.11 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 3.11, if it belongs to 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; If the total number of shares held by the company exceeds paragraph (VI) or (III) of the company, it shall not exceed 3% of the total number of shares issued and cancelled within the year.
Section 3 share transfer
Article 3.14 the shares of the company may be transferred according to law.
Article 3.15 the company does not accept the company’s shares as the subject matter of the pledge.
Article 3.16 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 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 directors, supervisors and senior managers of the company shall not transfer their shares of the company within six months after their resignation.
Article 3.17 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 buying them, or buy them again within six months after selling them. The income from this shall belong to the company, and the board of directors of the company will recover its income. However, unless there are other circumstances stipulated by the CSRC, a securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale.
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.
Article 3.18 after the listing of the company’s shares is terminated, the company’s shares shall enter the agency share transfer system to continue trading. The company shall not modify this provision.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 4.01 the company shall establish a register of shareholders based on the certificates provided by Shenzhen Branch of China Securities Depository and Clearing Corporation Limited. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. The company shall sign a share custody agreement with Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, regularly inquire about the information of major shareholders and the shareholding changes (including the pledge of equity) of major shareholders, and timely grasp the equity structure 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. The shareholders of the company are those who hold shares of the company according to law.
Article 4.02 when the company convenes the 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 4.03 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;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 4.04 where a shareholder proposes to consult the relevant information or request materials mentioned in the preceding article, he shall provide the company with written documents proving the type and number of shares held by him, and the company shall provide them at the request of the shareholder after verifying the identity of the shareholder.
Article 4.05 if the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to determine them invalid.
