Stock Code: Xinjiang Korla Pear Co.Ltd(600506) stock abbreviation: ST Xiangli Announcement No.: Lin 202222 Xinjiang Korla Pear Co.Ltd(600506)
Announcement on Amending the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the articles of association of listed companies and other laws, regulations and normative documents, and in combination with the actual situation of the company, the company plans to amend the articles of Association.
The specific amendments are as follows:
Serial No. original articles of association and revised articles
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the legitimate rights and interests of the organization right holders of the company and standardize the organization and behavior of the company, in accordance with the company law of the people's Republic of China, the company law of the people's Republic of China (hereinafter referred to as the "company law") and the China judicial commission (hereinafter referred to as the "company law") Securities Law of the people's Republic of China (hereinafter referred to as "Securities Law of the people's Republic of China" (hereinafter referred to as "1")
The articles of association are formulated in accordance with the securities law, the articles of association of the Communist Party 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"), the China Securities Regulatory Commission (hereinafter referred to as the "party constitution"), the articles of association of listed companies refers to the guidelines for the articles of association of Listed Companies formulated by the Committee and other relevant provisions. (revised in 2014) and other relevant provisions,
Formulate the articles of association.
Article 2 Xinjiang Korla Fragrant Pear Co., Ltd. Article 2 Xinjiang Korla Fragrant Pear Co., Ltd. is a joint stock limited company established in accordance with the company law and other relevant provisions (a joint stock limited company established in accordance with relevant provisions (hereinafter 2 referred to as the "company"). Hereinafter referred to as the company).
The company is approved by the people's company of Xinjiang Uygur Autonomous Region and the people's Government of Xinjiang Uygur Autonomous Region [reply of xinzhenghan pear Co., Ltd.] [reply of xinzhenghan pear Co., Ltd.]
(1999) No. 164] document approval, approved by Xinjiang Bayin (1999) No. 164] document, with Shayidong garden art field of Xinjiang baguoleng Mongol Autonomous Prefecture as the main voice, Shayidong garden art field of Xinjiang baguoleng Mongol Autonomous Prefecture as the sponsor, the main sponsor of Korla korchu horticulture, Korla korchu garden field, Hami China Agricultural Science Development Co., Ltd., Kuyi field, Hami China Agricultural Science Development Co., Ltd ERLE Renhe farm agriculture, industry and Trade Co., Ltd., Korla Renhe farm agriculture, industry and Trade Co., Ltd., Xinjiang heshuoxin Agricultural Seed Technology Co., Ltd. and Xinjiang heshuoxin Agricultural Seed Technology Co., Ltd. were jointly initiated by four legal entities. The liability company and other four legal entities were jointly established in the form of initiation, and established in the form of initiation from Xinjiang Uygur, It was registered with the Administration for Industry and Commerce of Xinjiang Uygur Autonomous Region and the Administration for Industry and Commerce of Wuer autonomous region, and obtained the business license of enterprise legal person. Record and obtain the business license of enterprise legal person. The unified social credit code of the company's current valid business license is 91650 Suning Universal Co.Ltd(000718) 901406b
Article 5 domicile of the company: Holy City, Korla, Xinjiang Article 5 domicile of the company: Korla 3, Bazhou, Xinjiang
Shengguo Mingyuan, Shengguo Road, Shengguo City
Article 7 the business term of the company shall be from 1999. Article 7 the business term of the company: long term
four
November 18 to November 18, 2050.
Article 10 the company shall, in accordance with the party constitution and the constitution of the people's Republic of China
The Communist Party of China was established in accordance with the relevant provisions of the "administration of justice"
The Party committee played the core role of leadership and politics. The original article 10 was adjusted to Article 12, and the original article 10 5 core role was adjusted to Article 10 and Article 12. Establish the working organization of the party and equip it with 11 articles
A large number of party affairs staff to ensure the party organization
Working expenses.
Article 12 "other senior managers" as mentioned in the articles of association Article 11 "other senior management 6 personnel" as mentioned in the articles of association refers to the company's deputy general manager, the Secretary of the board of directors and the chief financial officer. Secretary of the board of directors and financial director.
Article 14 with the approval of the administration of industry and 7 commerce of Xinjiang Uygur Autonomous Region and the administration of market supervision, the company's business scope is: licensed business items: production and business scope of fruit wine: production and sales of fruit wine;
sale; Wholesale and retail of beverages and other prepackaged food, bulk drinks and other prepackaged food, bulk food and packaged food. Wholesale and retail of general business items. Agriculture, forestry and fruit industry: planting of agriculture, forestry and fruit industry, planting of agriculture, processing and sales of agricultural and sideline products; Processing and sales of by-products; Scientific and technological development of agriculture, forestry, agriculture and fruit industry and scientific and Technological Development and technical consultation of technical fruit industry; Seed surgery consultation; Sales of seeds and seedlings, machinery and tools, steel seedlings, machinery and tools, steel, building materials and building materials; Sales of fruit packaging; Production and sales of fruit packaging. Production and sales of. Cold storage service, agricultural cold storage service, agricultural land development; Economic land development; To engage in the export of self-produced products and technologies of the enterprise and the export business of technologies; Operating the health affairs of the enterprise; Operate the import business and technology import business of raw and auxiliary materials, instruments and meters, machine materials, instruments and meters, institutional equipment, spare parts, machinery and equipment, spare parts and technologies required for the production of the enterprise (state limited companies (excluding the goods and technologies operated by the state limited companies, prohibited by the state and prohibited by the state); Operation (except feeding technology); Operating the business of "three to one processing" and "three to one compensation"; Seedling and supplement business; Sales of seedlings, flowers and feed sales of flowers and feed.
Sales of agricultural and sideline products. Purchase of agricultural and sideline products; Lint management; Purchase; Lint management; House leasing. (it is required to rent houses according to law. For approved projects, business activities can be carried out only with the approval of relevant departments)
Article 18 the issuance of shares of the company shall be in accordance with Article 18. The issuance of shares of the company shall follow the principles of openness, fairness and impartiality. The same kind of shares shall follow the principles of openness, fairness and impartiality. Each share of the same kind shall have the same rights. Each class of shares shall have equal rights. When the company has special voting shares and shares of the same class issued at the same time, it shall stipulate in the articles of association that the issuance conditions and price of special voting shall be the same; For the shares subscribed by the holders of any 8-right shares, special voting units or individuals, the number of voting rights per share shall be the same as that of ordinary shares.
Proportion arrangement and holding of voting rights
Special voting shares held by some people can participate
Scope and special table of matters to be voted at the general meeting of shareholders
Lock up arrangements for voting shares and restrictions on transfer
Conversion of voting shares and ordinary shares
Shape and other matters. The articles of association are related to the above matters
The provisions of the exchange shall comply with the relevant regulations of the exchange
Yes.
Shares of the same class issued at the same time, per share
The issuing conditions and prices of the shall be the same; whatever
Shares subscribed by units or individuals, per share
The same amount shall be paid.
Article 32 the directors and supervisors of the company and the shareholders holding more than 5% of the company's shares, directors, supervisors and shareholders holding more than 5% of the company's shares shall sell the company's shares held by their senior managers within 6 months after buying them, Or buy again within 6 months after the sale of stocks or other equity securities, and the resulting income is sold within 6 months after the purchase, or the sale income belongs to the company, and the board of directors of the company will buy again within 6 months after the sale, and the resulting income will be recovered. However, the interests of the securities company belong to the company, and the board of directors of the company will hold 5% to recover its income due to the exclusive sale of the remaining after-sales shares. However, if a securities company sells the above shares, the sale of the shares is not subject to the time limit of six hundred months for holding the remaining shares after the purchase package sale. More than 5% of the shares, and there are other circumstances under which the board of directors of China Securities 9 corporation does not comply with the provisions of the CSRC in the preceding paragraph of this article.
In case of execution, the shareholders have the right to require the board of directors to execute within 30 days of the directors, supervisors and senior managers mentioned in the preceding paragraph. If the board of directors of the company fails to execute within the shares or time limit held by the above-mentioned management personnel and natural person shareholders, the shareholders have the right to directly file a lawsuit in their own name to the people's court for the interests of the company's other equity securities, including those held by their spouses, parents and children. Shares held in other people's accounts or other securities with the nature of equity that the board of directors of the company does not comply with the provisions of paragraph 1.
In case of execution, the responsible directors shall bear joint and several liability for the failure of the board of directors to bear joint and several liability in accordance with the first paragraph of this article. Where the provisions are implemented, the shareholders have the right to require the board of directors to implement them within 30 days. If the board of directors of the company fails to execute within the above-mentioned period, the shareholders have the right to
The interests of the company shall directly bring a lawsuit to the people's court in its own name.
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 37 Where the contents of the resolutions of the general meeting of shareholders, the general meeting of shareholders and the board of directors of the company violate laws and administrative laws, and the contents of the resolutions of the board of directors violate laws and administrative regulations, the shareholders have the right to request the people's court to determine that they are null and void. Effective.
If the shareholders' meeting or the meeting of the board of directors convenes the company's controlling shareholders and actual controllers without procedures and voting methods in violation of laws and administrative laws, they may restrict or obstruct small and medium-sized investors from exercising the 10 regulations or these articles of association according to law, or the content of the resolution violates the exercise of voting rights, which shall not damage the company and the articles of association of small and medium-sized investors, the shareholders have the right to make their own resolutions to the legitimate rights and interests of the investors.
Request the people's court for cancellation within 60 days from the date of. If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people's court to revoke the resolution within 60 days from the date of making the resolution.
Article 40 shareholders of the company shall undertake the following obligations:
