Beijing Dabeinong Technology Group Co.Ltd(002385)
constitution
Revised in April 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
Section III special committees of the board of directors Chapter VI president 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 2 profit distribution
Section III internal audit
Section IV appointment of accounting firm Chapter IX notice and announcement
Section I notice
Section 2 announcement Chapter 10 merger, division, capital increase, capital reduction, dissolution and liquidation
Section 1 merger, division, capital increase and capital reduction
Section II dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII 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, 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, and with reference to the guidelines for the articles of association of listed companies (hereinafter referred to as the guidelines for the articles of association) The articles of association are formulated in accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
Article 2 Beijing Dabeinong Technology Group Co.Ltd(002385) (hereinafter referred to as “the company”) is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was established by Beijing Beijing Dabeinong Technology Group Co.Ltd(002385) Technology Group Co., Ltd. in accordance with the law. The company is registered with Beijing Administration for Industry and Commerce and has obtained a business license. The unified social credit code is 9111 Shenzhen Ecobeauty Co.Ltd(000010) 2006956c.
Article 3 the company issued 60.8 million RMB ordinary shares to the public for the first time on March 3, 2010 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on April 9, 2010.
Article 4 registered name of the company: Beijing Dabeinong Technology Group Co.Ltd(002385) .
Article 5 company domicile: 1901A, 19th floor, No. 27 Beijing Centergate Technologies (Holding) Co.Ltd(000931) street, Haidian District, Beijing
Postal Code: 100080
Article 6 the registered capital of the company is RMB 4141237853.
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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 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.
Chapter II business purpose and scope
Article 13 business purpose of the company: the company adheres to the sacred mission of “serving the country and prospering agriculture”; The company and all employees of the company agree that this mission is their most worthy dedication, most duty bound and most promising lifelong career; “Striving for the first” is the guiding principle of the company; The goal of the company is to become a world-class agricultural science and technology enterprise; “Common development” is the way for the company to achieve its mission and objectives; The company and all its employees agree that it is the company’s code of conduct to develop together with employees, experts, farmers, partners, peers and society.
Article 14 after being registered according to law, the business scope of the company is: selling veterinary drugs (it is strictly prohibited to sell veterinary preventive biological products); Feed processing (limited to branches). Technology development, technical services, technical consultation and technology transfer; Research and experimental development of animal husbandry and veterinary science; Technical development of animal nutrition and health products; Development and service of agricultural information technology; Sales of feed; Export the feed and animal nutrition and health products produced by the enterprise; Import the raw and auxiliary materials, mechanical equipment, instruments and spare parts required by the enterprise for production and scientific research; Information service business in the second category of value-added telecommunications services (only Internet information services).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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 17 the par value of the shares issued by the company shall be indicated in RMB.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are Shao genhuo, Qiu Yuwen, Zhen Guozhen, Zhao Yanqing, Xu Genshen, Huang Zuyao, Wu Wen, Wang Ping, Xue Suwen, Ni Jindong, he Changyue, Wang Dongfang, Fu Pengfei, Xu Xinyin, Wu Youlin, Tan Songlin, Xing Zeguang, Huang Xianduan, Li Shaoming, Chen Bin, Zhang Guoping, Xian Wenqiang, Li Ninghua, Zhang Lizhong, Zhang Ruobing, Fu Jibei, Yang Wen’an, Deng Yunwu, Wang Wenbin, Zhao Aiping, Zhou Yejun Song Honglu, Liu Jianping, pan Qihong, Dong Yaojiang, Zeng Qingshan, Wang Anmin, Mao Yongzhong, Zhang Yong, Ao Tianbao, Meng Xiandong, Li Ziming, Zhang Wei, Jin Liangyi, Wang Gaoming, cen Jianjie, Wang Hongliang, Chen Ruifeng and Hu Youren. The way of contribution is net asset contribution.
The contribution time is October 2007.
Article 20 the total number of shares of the company is 4141237853, and all shares of the company are ordinary shares.
Article 21 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 22 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 23 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 24 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) 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 safeguarding the company’s value and shareholders’ rights and interests.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 24 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 24 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 this article 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 24 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 6 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 3 years.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
If the company’s shares are delisted (except for active delisting), if they meet the conditions of the National SME share transfer system, the company’s shares will enter the National SME share transfer system for transfer.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge.
Article 29 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 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 of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company they hold within six months after their resignation. Within one year after their resignation, the number of shares of the company listed and sold through the stock exchange shall not exceed 50% of the total shares of the company they hold.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares 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 equity securities held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other equity securities held by their spouses, parents and children or 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.
Where there are no provisions in the articles of association on the changes and disclosure of shares held by directors, supervisors and senior managers, the provisions of relevant laws, administrative regulations, normative documents and relevant systems of the company shall apply.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 32 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 33 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 34 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide information in accordance with the requirements of the shareholder
