Jinhe Biotechnology Co.Ltd(002688)
Amendment to the articles of Association
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 (revised in 2022) and other laws, regulations and normative documents, and in combination with the actual situation of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as the “company”), the board of directors of the company plans to amend some provisions of the articles of association accordingly, The revised articles of association shall come into force only after being deliberated and approved by the general meeting of shareholders of the company. The specific amendments are as follows:
Comparison of amendments to the articles of Association
S / N original clause content modified content
Article 2 the company 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 regulations.
The company was established by Jinhe Group Industrial Co., Ltd. as a whole. The company was changed and established by Jinhe Group Industrial Co., Ltd. in Hohhot Administration for Industry and commerce. It was registered in Hohhot Administration for Industry and Commerce 1 Bureau and obtained a business license. The company has registered with the Bureau and obtained a business license. The business license company implements independent operation, independent accounting and self responsibility. Number: 9115 Shenzhen Properties & Resources Development (Group) Ltd(000011) 4368372k.
Profit and loss, with independent legal personality, its behavior
Subject to the laws of the state, its legitimate rights and interests and operation
Activities are protected by national laws.
Article 11 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.
Note: this item is newly added
Article 12 after registration according to law, the business scope of the company Article 13 after registration according to law, the business scope of the company is: premix (aureomycin premix (2 articles), fermentation premix (aureomycin premix (2 salinomycin premix, monensin premix, soil strip), salinomycin premix, monensin premix, monensin calcium premix) Non sterile API (salinomycin calcium premix (for export only)), non acid free aureomycin, oxytetracycline and tetracycline), bacterial additive API (grade D, aureomycin hydrochloride, oxytetracycline, premix feed (vitamin premix feed (tetracycline) Production of additive premixed feed (vitamin poultry and aquatic products, ruminants, pets and special dynamic premixed feed (livestock, poultry and aquatic products, ruminants and pets)), feed raw materials, mixed feed additives and special animals)), feed raw materials and mixed agents; planting; Aquaculture; Production of foreign trade feed additives; planting; Aquaculture; Easy. Foreign trade.
Article 14 all shares issued by the company shall be deleted from this article
Common stock.
Article 23 the company may purchase its own shares under the following circumstances. Article 23 the company shall not purchase its own shares in accordance with laws, administrative regulations, departmental rules and regulations. However, except under any of the following circumstances:
In accordance with the provisions of the articles of association, to acquire the shares of the company: (I) reduce the registered capital of the company;
（1） Reduce the registered capital of the company; (II) merge with other companies holding shares of the company (II) merge with other companies holding shares of the company;
And; (III) use the shares for the employee stock ownership plan or (III) award the shares to the employees of the company; Right incentive;
（4） (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, disagree with the resolution on merger and division of the company made by the general meeting of shareholders, and require the company to acquire its shares. Its shares;
Except for the above circumstances, the company will not buy or sell the company’s (V) shares for the conversion of convertible shares issued by the company. Corporate bonds converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the repurchase of shares by a company may be carried out in one of the following ways: through public centralized trading or (I) through centralized competitive trading at the stock exchange; Laws, administrative regulations and other 6 (II) offer methods recognized by the CSRC; Method.
(III) other methods approved by the CSRC. The company is due to paragraph 1 of Article 23 of the articles of association
The acquisition of shares of the company under the circumstances specified in items (III), (V) and (VI) shall be carried out through public centralized trading.
Article 25 If the company purchases the shares of the company specified in items (I) and (II) of paragraph 1 of this article due to items (1) to (3) of Article 23 of this articles of association, it shall be subject to the resolution of the general meeting of shareholders.
In the case of purchasing the shares of the company, the resolution of the general meeting of the shareholder company to purchase the shares of the company in accordance with Article 23 shall be adopted; If the shares of the company fall under the circumstance of item (1) due to Article 23 of the articles of association, items (III), (V) and (VI) of item 1 shall be cancelled within 10 days from the date of acquisition; In the case of purchasing the company’s shares under the circumstances specified in item, the shares may be transferred or cancelled within 6 months in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders. The company’s board of directors, which is attended by more than two-thirds of the directors, shall accept the resolution of the meeting in accordance with paragraph (3) of Article 23.
7. The purchased shares of the company will not exceed 5% of the total shares issued by the company in accordance with paragraph 1 of Article 23 of the articles of Association; After the acquisition of the company’s shares, the capital used for acquisition belongs to item (I) and shall be paid out of the company’s after tax profits; In case of any circumstances, it shall be noted that the purchased shares shall be transferred to the company within one year from the date of acquisition; Employees of the company who belong to items (II) and (IV). If it is, 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.
Article 26 the shares of the company can be transferred according to law. Article 26 the shares of the company can be transferred according to law. Give Way.
After the listing of the company’s shares is terminated, the company’s shares
Enter the agency share transfer system to continue trading. company
This provision in the articles of association shall not be modified.
Article 29 the directors, supervisors and general manager of the company, other senior managers holding more than 5% of the company’s shares, shareholders holding more than 100% of the company’s shares, directors, supervisors and senior managers, and shareholders holding more than 5% of the company’s shares, sell the company’s shares or other stocks held by them within six months after buying them, Or if the securities with equity nature are sold within six months after the purchase and then purchased within six months after the sale, the proceeds are sold or purchased within six months after the sale, and the proceeds belong to the company, the board of directors of the company shall receive the proceeds, and the directors of the company shall return the proceeds. However, the securities company will recover its income due to contracting. However, if the company holds more than 5% of the shares after the public sale of securities purchases the remaining shares after the sale, and the company holds 100% of the shares due to the purchase of the remaining shares after the package sale, the sale of the shares is not subject to the time limit of more than 5% of the shares within 6 months, and it has the system of the CSRC. Except for other circumstances specified.
If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the directors, supervisors, senior managers and 9 shareholders mentioned in the preceding paragraph shall have the right to require the board of directors to hold the shares held by natural person shareholders or other competent shares within 30 days. If the board of directors of the company fails to execute the securities of equity nature within the above-mentioned period, including their spouses, parents and shareholders, the shareholders have the right to directly bring a lawsuit to the people’s court in the name of the shares held by their children and by using the accounts of others for the benefit of the company. Notes or other securities with the nature of equity.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the responsible directors are jointly and severally liable according to law, the shareholders have the right to require the board of directors to hold office within 30 days. Execution. 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 37 shareholders of the company shall undertake the following obligations: Article 37 shareholders of the company shall undertake the following obligations: (1) abide by laws, administrative regulations and the articles of Association; （1） Abide by laws, administrative regulations and the articles of Association; （2） (2) to pay the share capital in accordance with the shares subscribed and the method of participation; Share capital;
（3） (3) no withdrawal of shares except as provided by laws and regulations; withdraw share;
（4） (4) not abusing shareholders’ rights to damage the company or (4) not abusing shareholders’ rights to damage the interests of the company or other shareholders; Shall not abuse the interests of the company’s legal person and other shareholders; It is not allowed to abuse the independent status of the company’s legal person and the limited liability of shareholders to damage the company’s debt status and the limited liability of shareholders to damage the interests of the creditor’s rights of the company; Human interests;
If a shareholder of the company abuses his rights and causes losses to the company or its (5) other shareholders in accordance with laws, administrative regulations and the articles of association, he shall bear other obligations to compensate according to law.
Liability. Where a shareholder of a company abuses the rights of shareholders and causes losses to the company or its shareholders who abuse the independent status of the company’s legal person and other shareholders, he shall bear the limited liability for compensation according to law, evade debts and seriously damage the public liability. Where the shareholders of the company abuse the independent status of the company as a legal person and the interests of the creditors of the company, they shall
