Xinjiang Korla Pear Co., Ltd
Articles of Association
April 19, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III share transfer Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Section II general provisions of the general meeting of shareholders
Section III convening of the general meeting of shareholders
Section IV proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section II board of directors Chapter VI operation and management organization of the company
Section I Executive Committee
Section II General Manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors Chapter VIII Party committee Chapter IX Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firm 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 of the articles of Association 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), the guidelines for the articles of association of listed companies and other relevant provisions.
Article 2 Xinjiang Korla Pear Co.Ltd(600506) 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 approved by the reply on Approving the establishment of Xinjiang Korla Pear Co.Ltd(600506) issued by the people’s Government of Xinjiang Uygur Autonomous Region [Xin Zheng Han (1999) No. 164], and was mainly sponsored by Shayidong garden art factory of Bayingolin Mongol Autonomous Prefecture, Xinjiang, in conjunction with Korla kurchu horticulture farm, Hami China Agricultural Science Development Co., Ltd., Korla Renhe farm agriculture, industry and Trade Co., Ltd Xinjiang heshuoxin Agricultural Seed Technology Co., Ltd. and other four legal entities jointly initiated and established in the form of initiation, registered with the Administration for Industry and Commerce of Xinjiang Uygur Autonomous Region and obtained 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 3 on November 28, 2001, the company issued 50 million ordinary shares in RMB to the public for the first time with the approval of the document No. (103) of the CSRC, and was listed and traded on the Shanghai Stock Exchange on December 26, 2001.
Article 4 registered name of the company:
[Chinese name] Xinjiang Korla Pear Co.Ltd(600506)
[English name] Xin Jiang Korla Pear Co., Ltd
Article 5 domicile of the company: Shengguo Mingyuan, Shengguo Road, Korla City, Bazhou, Xinjiang
Postal Code: 841000
Article 6 the registered capital of the company is (RMB): 147706873 yuan.
Article 7 business term of the company: long term.
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 their shares, and the company shall be liable for the debts of the company to the extent of all its assets.
Article 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 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 12 the company establishes the organization of the Communist Party of China in accordance with the relevant provisions of the party constitution and the company law. The Party committee plays the role of leadership core and political core, and ensures the direction, overall situation and implementation. Establish the working organization of the party, allocate a sufficient number of party affairs staff, and ensure the working funds of the party organization.
Chapter II business purpose and scope
Article 13 the company’s business purpose: adhere to the core of economic benefits and the goal of maximizing shareholders’ rights and interests, give full play to the company’s advantages in resources, industrialization, unique products, famous brand reputation, talents and information, and actively explore the market and industry while developing famous and special products, through asset management and capitalization operation, Develop the company into an industrialized operation with capital as the link, enhance the market competitiveness of the company’s products through the development of the market, the improvement of product quality and the implementation of famous brand strategy, and gradually form the monopoly operation of famous and high-quality products, so as to build the company into a large fruit enterprise group with strong market competitiveness and stable rising benefits.
Article 14 with the approval of the market supervision and Administration Bureau of Xinjiang Uygur Autonomous Region, the business scope of the company is: production and sales of fruit wine; Wholesale and retail of beverages and other prepackaged food and bulk food. Planting of agriculture, forestry and fruit industry, processing and sales of agricultural and sideline products; Scientific and Technological Development and technical consultation of agriculture, forestry and fruit industry; Sales of seeds and seedlings, machinery and tools, steel and building materials; Production and sales of fruit packaging. Cold storage services, agricultural land development; Operate the export business of self-produced products and technologies of the enterprise; Operate the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise (except for goods and technologies limited by the state and prohibited by the state); Operation of incoming processing and “three supplies and one compensation” business; Sales of seedlings, flowers and feed. Purchase of agricultural and sideline products; Lint management; House leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Article 15 the company may adjust the investment direction, business scope and business mode in due time according to the market conditions, business development needs and its own ability and with the approval of relevant government departments.
Article 16 according to the needs of business development, the company can set up branches or offices abroad with the approval of relevant government departments.
Chapter III shares
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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 19 the par value of the shares issued by the company shall be indicated in RMB.
Article 20 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 21 the company shall be established by the following promoters:
Time of contribution subscribed shares in total share capital name of sponsor contribution method
(- year month day) (10000 shares) (%)
Xinjiang Bayingolin Mongolian Autonomous Prefecture shayidongyuan art field physical net assets 199910-16522778 32.572
Korla kurchu horticultural farm physical net assets 199910-16226279 14.098
Hami China Agricultural Science Development Co., Ltd. physical net assets 199910-16164560 10.253
Korla people and farm agriculture, industry and Trade Co., Ltd. physical net assets 199910-16123791 7.713
Xinjiang heshuoxin agricultural seed industry technology Co., Ltd. physical net assets 199910-16 675.92 4.211
Total share capital 1105000 100.00
Article 22 the total number of shares of the company is 147706873, all of which are ordinary shares.
Article 23 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 24 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 of the company:
(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.
The company issues convertible corporate bonds in accordance with laws, regulations and relevant provisions of the CSRC.
Article 25 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 specified in the articles of association.
Article 26 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 27 the company may purchase its own shares through public centralized trading or other methods approved by laws and 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 26 of the articles of association, it shall be conducted through public centralized trading.
Article 28 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 26 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 26 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 26 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 29 the shares of the company may be transferred according to law.
Article 30 the company does not accept the shares of the company as the subject matter of the pledge.
Article 31 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 that have been 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 (including preferred shares) of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total number of shares of the same type of the company they hold; The shares held by the company shall not be transferred within one 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 32 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after buying them, or buy them again within six months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. 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.
Chapter IV shareholders and general meeting of shareholders
