Weihai Baihe Biotechnology Co., Ltd
constitution
Articles of association of Weihai Lily Biotechnology Co., Ltd
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope three
Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares six
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fifteen
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 twenty-one
Chapter V board of Directors twenty-six
Section 1 Directors twenty-six
Section II board of Directors twenty-nine
Chapter VI general manager and other senior managers thirty-five
Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors thirty-eight
Chapter VIII information disclosure thirty-nine
Chapter IX Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section II profit distribution policy forty-one
Section II Internal Audit forty-five
Section III appointment of accounting firm forty-five
Chapter X notice and announcement forty-five
Section I notice forty-five
Section II announcement forty-six
Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation forty-eight
Section 3 termination of listing fifty
Chapter XII investor relations management fifty
Chapter XIII amendment of the articles of Association fifty-one
Chapter XIV Supplementary Provisions fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Weihai Lily Biotechnology Co., Ltd. (hereinafter referred to as the "company"), shareholders and creditors, and standardize the organization and behavior of the company, 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 the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules") and other relevant provisions.
Article 2 the company is established by Rongcheng Baihe Biotechnology Co., Ltd. in accordance with the company law and other relevant provisions
The company changes as a whole and is established in the form of initiating establishment; The company is registered with Weihai market supervision administration and now holds the business license with the unified social credit code of 91371 Guangdong Xinhui Meida Nylon Co.Ltd(000782) 3210514.
Article 3 the company was approved by the China Securities Regulatory Commission (hereinafter referred to as "China Securities Regulatory Commission") on January 7, 2022
China Securities Regulatory Commission ("CSRC") approved the issuance of 16 million RMB common shares to the public for the first time, which was issued in January 2022
On June 25, it was listed on the main board of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange").
Article 4 registered name of the company: Weihai Lily Biotechnology Co., Ltd
English Name: Weihai Baihe biology technical Co., Ltd
Article 5 domicile of the company: No. 552, Chengda Road, Swan Lake Economic and Technological Development Zone, Rongcheng City.
Article 6 the registered capital of the company is 64 million 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 articles of association of the company shall become the standard for the organization and behavior of the company and the company from the effective date
A binding legal document relating to the rights and obligations of shareholders and between shareholders has legal binding force on 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 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: independently carry out various businesses in accordance with relevant laws and regulations, continuously improve the operation and management level and core competitiveness of the enterprise, provide high-quality services for customers, maximize shareholders' rights and interests and company value, create good economic and social benefits, and promote the prosperity and development of the industry.
Article 13 after being registered according to law, the business scope of the company: production and sales of food and health products; plant
R & D, production and sales of extracts; Production and sales of paintball capsule crafts; Sales of cosmetics; Import and export of goods and technologies within the scope of filing; Sell our products and cosmetics online. (for projects subject to approval according to law, business activities can be carried out only after approval by 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 registered in Shanghai Branch of China Securities Depository and Clearing Corporation Limited
(hereinafter referred to as "Shanghai settlement") centralized deposit.
Article 18 the company was changed and registered as a joint stock limited company in November 2013, and the overall change of the company was issued
At the time of establishment, the total number of shares was 45 million, with a par value of RMB 1 per share. All shares were ordinary shares, which were subscribed by all promoters in the way of converting the audited net assets corresponding to the shareholders' equity of Rongcheng Lily Biotechnology Co., Ltd. held by them into shares, and the registered capital was fully paid up at the time of establishment of the company.
The promoters, the number of shares they subscribe for and the way of capital contribution are as follows:
Serial number name / name of initiator number of shares subscribed (10000 shares) subscription proportion contribution method
1 Liu Xinli 27798803 61.78% of net assets converted into shares
2 Liu Zhaomin 1936742 4.30% of net assets converted into shares
3 Liu LUZHENG 1710730 3.80% of net assets converted into shares
4 Wang Wentong 1697518 3.77% of net assets converted into shares
5 Liu Xinzhi 1669005 3.71% of net assets converted into shares
6. Tian shuning 1390838 3.09% net assets converted into shares
7 Zheng Zhihai 1210029 2.69% of net assets converted into shares
8. Ge Yongle 1141183 2.54% of net assets converted into shares
9 Rongcheng Yongli investment management 902653 2.01% of net assets converted into shares
limited company
10 Yue Dehang 634223 1.41% net assets converted into shares
11 Pu Zhongzhi 570244 1.27% of net assets converted into shares
12 Liu Zhongchao 486794 1.08% net assets converted into shares
13 Liu Rushui 382481 0.85% of net assets converted into shares
14 Li Yongbin 38.109 0.85% of net assets converted into shares
15 sun Tongbo 34.771 0.77% of net assets converted into shares
16 Liu Xudong 208627 0.46% of net assets converted into shares
17 Liu Kede 208627 0.46% of net assets converted into shares
18 Tang Hongqing 139084 0.31% net assets converted into shares
19 Liu Zhongqi 139084 0.31% of net assets converted into shares
20 chenhongli 165509 0.37% of net assets converted into shares
Serial number name / name of initiator number of shares subscribed (10000 shares) subscription proportion contribution method
21 Zhang Zhao 143257 0.32% net assets converted into shares
22 sun Pengfei 139084 0.31% of net assets converted into shares
23 Yao Jianwei 109875 0.24% of net assets converted into shares
24 Liu Haitao 108485 0.24% of net assets converted into shares
25 Tang Fuchao 108485 0.24% net assets converted into shares
26 Wang Lina 104313 0.23% of net assets converted into shares
27 Tian Sihai 104313 0.23% net assets converted into shares
431023% of Zhou Junying's net assets
29 Liu Ruchuan 104313 0.23% of net assets converted into shares
30 Wang Junfeng 104313 0.23% net assets converted into shares
31 Liu Aidi 104313 0.23% of net assets converted into shares
32 Liu Xinqiang 7.5105 0.17% of net assets converted into shares
33 Shi Jingxiu 7.0933 0.16% of net assets converted into shares
34 licensed you6.9543 0.15% of net assets converted into shares
