Fujian Sunner Development Co.Ltd(002299) articles of Association
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 general manager and other senior managers Chapter VII board of supervisors
Section I supervisors
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit
Section I financial accounting system
Section II Internal Audit
Section III appointment of accounting firms
Chapter IX notice and announcement
Section I notice
Section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section 2 dissolution and liquidation
Chapter XI amendment of the articles of Association
Chapter XII supplementary provisions
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, 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 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions (hereinafter referred to as the “company”).
The company is a joint stock limited company established by the overall change of the original Fujian Fujian Sunner Development Co.Ltd(002299) Co., Ltd; Registered with Fujian provincial market supervision and Administration Bureau, obtained a business license and unified social credit Code: 9135 Shenzhen Sdg Information Co.Ltd(000070) 5282941n.
Article 3 the company issued 41million RMB common shares to the public for the first time on september8,2009 upon the approval of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) zjxk [2009] No. 928 document, and was listed on the Shenzhen Stock Exchange on october212009.
Article 4 registered name of the company:
Full Chinese Name: Fujian Sunner Development Co.Ltd(002299)
Full English Name: Fujian Sunner Development Co., Ltd
Article 5 company domicile: Shengnong headquarters office building, Shilipu, Guangze County, Fujian Province; Postal Code: 354100.
Article 6 the registered capital of the company is 1243753169 yuan.
Article 7 the business term of the company is a long term, calculated from the date of incorporation of the company. Company type: Foreign Investment Co., Ltd. (A-share M & A).
Article 8 the chairman is the legal representative of the company.
Article 9 all the capital of the company is 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 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 shall be legally binding 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, Secretary of the board of directors, chief financial officer and chief stockist of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: abide by the provisions of national laws and administrative regulations, make full use of the good business mechanism and industrial advantages of joint-stock enterprises, realize the best resource allocation, obtain economic benefits through legal competition, pursue social benefits, and make every effort to achieve social prosperity and satisfactory return on investment for shareholders.
Article 13 after being registered according to law, the business scope of the company: livestock, animal husbandry, poultry, fish and turtle breeding; Tea fruit planting; Mixed feed production; Poultry slaughtering, processing of poultry and livestock products, and sales of fresh and frozen livestock and poultry products. (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 centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is a joint stock limited company established by Fujian Fujian Sunner Development Co.Ltd(002299) Co., Ltd. in accordance with the law. When the company was established, the promoters Fujian Shengnong Industrial Co., Ltd., Fu Changyu, Fu Xiangxiang, Li Wenji, Fu Wenming, he Hongwu, Wu Jinde and Chen Rong converted the net assets of Fujian Fujian Sunner Development Co.Ltd(002299) Co., Ltd. into shares of the company as of December 31, 2005. The total number of shares when the company was established was 310000000. The amount of shares subscribed by each promoter is as follows:
Serial number initiator name or ID number, identity card number, share number (share) share ratio (%)
1 Fujian Shengnong Industrial Co., Ltd. 277228660894286
2 Fu Changyu (352127195411220025) 253062308.1633
3 Fu Xiangfang (350723198008140024) 52194701.6837
4 Li Wenji (350102196605230374) 6327100.2041
5 Fu Wenming (352127196810260010) 6327100.2041
6 he Hongwu (342529196906110036) 3794400.1224
7 Wu Jinde (31010219631109527x) 3478200.1122
8 Chen Rong (340302701013162) 2529600.0816
Total shares of the company: 3100 Ping An Bank Co.Ltd(000001) 00
The registered capital of the company at the time of establishment was 310 million yuan, which was verified by Xiamen Tianjian Huatian certified public accountants Xiamen Tianjian Huatian Suoyan (2006) GF Zi No. 0003 capital verification report.
In December 2006, the company implemented capital increase and share expansion, increasing the registered capital from 310 million yuan to 369 million yuan. The above increased registered capital of 59 million yuan was verified by Xiamen Tianjian Huatian certified public accountants Xiamen Tianjian Huatian Suoyan (2006) GF Zi No. 0016 capital verification report.
Article 19 the total number of shares of the company after the initial public offering of shares to the public is 41000000 shares, all of which are RMB ordinary shares (A shares). After the deliberation and approval of the company’s 2010 annual general meeting of shareholders, the company takes the total number of shares of 41000000 shares as the base, and uses the capital reserve to increase 10 shares for every 10 shares to all shareholders, with a total of 41000000 shares to all shareholders. After the implementation of the plan, the total number of shares of the company is 820000000 shares, all of which are RMB common shares (A shares). Approved by the reply on Approving the non-public offering of shares of Fujian Fujian Sunner Development Co.Ltd(002299) Co., Ltd. (zjxk [2011] No. 630) issued by the CSRC, the company implemented a non-public offering of 90.9 million shares in May 2011. On June 3, 2011, 90900000 non-public shares issued by the company to specific objects were listed on Shenzhen Stock Exchange, and the total number of shares of the company increased to 9109000000, all of which are RMB common shares (A shares).
With the approval of the Ministry of Commerce [wzsszsz [2015] No. 0011] and the China Securities Regulatory Commission [zjxk [2015] No. 625], the company implemented a non-public offering of 200000000 shares in may2015, and the total number of shares of the company increased to 1110.9 million, all of which are RMB common shares (A shares).
With the approval of China Securities Regulatory Commission (zjxk [2017] No. 1843), the company implemented a non-public offering of 128508517 shares in November 2017, and the total number of shares of the company increased to 1239480517, all of which are RMB common shares (A shares).
On February 21, 2020, 4818995 restricted shares first granted by the company to the incentive objects of the 2019 restricted stock incentive plan were listed in Shenzhen Stock Exchange, and the total number of shares of the company increased to 1244299512, all of which are RMB common shares (A shares).
After the Company repurchased and cancelled 270448 shares of some restricted shares in the 2019 restricted stock incentive plan, the total number of shares of the company was reduced to 1244029064 shares, all of which were RMB common shares (A shares).
On January 8, 2021, 376686 restricted shares reserved and granted by the company to the incentive objects of the 2019 restricted stock incentive plan were listed in Shenzhen Stock Exchange, and the total number of shares of the company increased to 1244405750 shares, all of which are RMB common shares (A shares).
After the Company repurchased and cancelled 652581 shares of some restricted shares in the 2019 restricted stock incentive plan, the total number of shares of the company was reduced to 1243753169 shares, all of which were RMB common shares (A shares).
Article 20 the company or its subsidiaries (including its subsidiaries) 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 21 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 prescribed by laws, administrative regulations and approved by the CSRC.
Article 22 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 stipulated in the articles of association.
Article 23 the company shall not purchase its own shares. However, except for one 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) 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 24 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 23 of the articles of association, it shall be conducted through public centralized trading.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law. Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, 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 the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, two-thirds of the shares shall be approved
