Beijing Scitop Bio-Tech Co.Ltd(300858)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares five
Section 1 share issuance five
Section II increase, decrease and repurchase of shares seven
Section III share transfer Chapter IV shareholders and general meeting of shareholders nine
Section 1 shareholders nine
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders seventeen
Section IV proposals and notices of the general meeting of shareholders eighteen
Section V convening of the general meeting of shareholders twenty
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-eight
Section 1 Directors twenty-eight
Section II board of Directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-one
Section I financial accounting system forty-one
Section II Internal Audit forty-six
Section III appointment of accounting firm 46 Chapter IX notices and announcements forty-six
Section I notice forty-seven
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-eight
Section 1 merger, division, capital increase and capital reduction forty-eight
Section 2 dissolution and liquidation 49 Chapter XI amendment of the articles of Association Chapter 12 supplementary provisions 51 fifty-one
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beijing Scitop Bio-Tech Co.Ltd(300858) (hereinafter referred to as “the company” or “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.
The company is a joint stock limited company established on the basis of Beijing Ketuo Hengtong Biotechnology Development Co., Ltd; Registered with the market supervision and Administration Bureau of Huairou District, Beijing, and obtained the business license with the unified social credit code of 91110116754160123e.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 2, 2020, the company issued 20.63 million RMB ordinary shares to the public for the first time, and was listed on the gem of Shenzhen Stock Exchange on July 27, 2020.
Article 4 registered name of the company:
Chinese Name: Beijing Scitop Bio-Tech Co.Ltd(300858)
English Name: Beijing scitop bio-tech Co., Ltd
Article 5 domicile of the company: No. 1-2, No. 31, Funiu River Road, Yanqi Economic Development Zone, Huairou District, Beijing Postal Code: 101407
Article 6 the registered capital of the company is 14892544500 yuan
Article 7 the company is a permanent joint stock limited company.
Article 8 the general manager 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, 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 chief financial officer of the company.
Chapter II business purpose and scope
Article 12 the business purpose of the company is: adhering to the concept of scientific supremacy, starting from its own original core strains and adopting intelligent and unique production technology, the company produces various probiotic products for health industry, probiotics for animal breeding instead of antibiotics and microbial fertilizer for ecological improvement of plant planting soil. And adhere to the continuous deep cultivation in the field of food ingredients to provide customers with high-quality products and services. Create maximum value for the company’s shareholders, customers, employees and society.
Article 13 after being registered according to law, the business scope of the company includes: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of food additives; Sales of mechanical equipment; Import and export of goods; Technology import and export; Food sales (only pre packaged food); Internet sales of food (only pre packaged food); Cosmetics retail; Internet sales (except sales of goods requiring license); Sales of sanitary supplies and disposable medical supplies; Sales of personal hygiene products. (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed items: production of food additives; Food production; Beverage production. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) (it is not allowed to engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
The specific business scope shall be subject to the business license issued by the company registration authority.
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; For the shares subscribed by any unit or individual, the same price shall be paid 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 was originally a limited liability company established on September 5, 2003, and then changed its form to a joint stock limited company on December 28, 2016. All the shares when the form of the company was changed were subscribed by the promoters.
The predecessor of the company, Beijing Ketuo Hengtong Biotechnology Development Co., Ltd., converted 60 million shares of the company into 60 million shares (the paid in capital is 60 million yuan), and the converted shares are distributed by the promoters according to their respective equity proportion of Beijing Ketuo Hengtong Biotechnology Development Co., Ltd. When the company is changed into a joint stock limited company as a whole, the number of shares subscribed by each promoter and their proportion in the total share capital and the way of capital contribution are as follows:
Serial number the proportion of shares subscribed by the promoters in the total share capital contribution method
1 sun Tiansong 2495480141.59% of net assets
2. Beijing Kelongda investment partnership 891214614.85% of net assets
Industry (limited partnership)
3 Liu Xiaojun 54303019.05% of net assets
4 Zhang Liebing 52878018.81% of net assets
5. 7.34% of net assets of 4403000
6 Beijing kehuida investment partnership 43169517.19% of net assets
Industry (limited partnership)
7. Beijing Shunxi equity investment fund 42950007.16% net assets
(limited partnership)
8 Ningxia Guwang equity investment fund 20000003.33% of net assets
Partnership (limited partnership)
9. Yiyang Wande business information consulting 4000000.67% net assets
Service Center (general partnership)
Total 600 Ping An Bank Co.Ltd(000001) 00%
The time of capital contribution of each promoter is the date on which the founding meeting decides to establish the company, i.e. December 16, 2016. Article 19 the total number of shares of the company is 148925445 shares, all of which are ordinary shares with a par value of RMB 1 per share.
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 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) convertible shares issued by the listed company into bonds;
(VI) it is necessary for a listed 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.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 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 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 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 23 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 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 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 their shares of the company within half a year after their resignation.
Article 29 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 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their profits
