Articles of association of Nanning Sugar Co., Ltd
(revised in April 2022)
The revised draft shall be submitted to the general meeting of shareholders of the company for deliberation and approval
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 I: shareholders
Section II: general provisions of the general meeting of shareholders
Section III: convening of the general meeting of shareholders
Section IV: proposals and notices of the general meeting of shareholders
Section V: convening of the general meeting of shareholders
Section VI: voting and resolutions of the general meeting of shareholders
Chapter V: Party Building
Section 1 Establishment of Party Organization
Section II functions and powers of the Party committee of the company
Section III functions and powers of the Discipline Inspection Commission of the company
Chapter VI: Board of directors
Section I: Directors
Section 2: independent directors
Section III: Board of directors
Chapter VII: managers and other senior managers
Chapter VIII: Board of supervisors
Section I: Supervisors
Section II: Board of supervisors
Chapter IX: financial accounting system, profit distribution and audit
Section I: financial accounting system
Section II: Internal Audit
Section III: appointment of accounting firms
Chapter 10: Notice and announcement
Section I: Notice
Section 2: Announcement
Chapter XI: merger, division, capital increase, capital reduction, dissolution and liquidation
Section I: merger, division, capital increase and capital reduction
Section 2: dissolution and liquidation
Chapter XII: Amending the articles of Association
Chapter XIII: Supplementary Provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors, standardize the organization and behavior of the company, and give full play to the leading and political core role of the Party committee, 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) and other relevant provisions, Formulate the articles of association.
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”).
Taking the main production and operation assets invested by the former state-owned enterprise Nanning unified Sugar Industry Co., Ltd. as the main body, the company took the above assets originally held by Nanning unified Sugar Industry Co., Ltd. as shares with the approval of Guangxi Zhuang Autonomous Region People’s government GZH (1998) No. 75 document in July 1998, Nanning unified Sugar Co., Ltd. is the sole sponsor and is established by offering shares to the public. The company is registered with the Administration for Industry and Commerce of Guangxi Zhuang Autonomous Region and has obtained a business license with business license number [4500000 Shenzhen Fountain Corporation(000005) 66].
Article 3 the company issued 56 million ordinary shares (all a shares) in RMB to the public for the first time with the approval of the CSRC on March 24, 1999. The company’s shares were listed on the Shenzhen Stock Exchange on May 27, 1999.
Article 4 registered name of the company:
Chinese name of the company: Nanning Sugar Industry Co.Ltd(000911)
English Name: Nanning Sugar Industry Co., Ltd
Article 5 domicile of the company: Science and technology research and Development Office Building 1, No. 27 Anping Road, Guangxi ASEAN Economic and Technological Development Zone, Wuming District, Nanning city.
Postal code 530105
Article 6 the registered capital of the company is RMB 400319818.
Article 7 the business term of the company is 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 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. The articles of association shall be legally binding on the company, shareholders, directors, supervisors and senior managers. Shareholders, supervisors and other shareholders can sue according to the articles of Association; Shareholders may sue the company, and the company may 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 company’s deputy general manager, chief accountant, Secretary of the board of directors and other personnel recognized by the board of directors.
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: adopt advanced and scientific production technology and management methods, improve the level of operation and management, strive to expand the production scale, improve the product quality, enterprise competitiveness and market share, create economic and social benefits satisfactory to all shareholders, and make contributions to the development of China’s national industry.
Article 14 after being registered according to law, the licensed items of the company are: food production; Production of wine products; Liquor business; Fertilizer production; Food additive production; The state-run trade shall manage the import and export of goods; Road cargo transportation (excluding dangerous goods). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). General items: mechanical equipment leasing [branch operation]; Non residential real estate leasing [branch operation]; Warehousing equipment leasing service [branch operation]; Food sales (only pre packaged food); Paper products manufacturing; Sales of paper products; Pulp manufacturing; Pulp sales; Fertilizer sales; Sales of food additives; Manufacturing of medical packaging materials; General equipment manufacturing (excluding special equipment manufacturing); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; General mechanical equipment installation services; Food import and export; Import and export of goods; Foreign contracted projects (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
The company may adjust its business scope and mode according to its own development ability and business needs, and set up branches and offices outside China.
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, with a par value of one yuan per share.
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 subscribe 168 million shares (National shares) for Nanning unified Sugar Industry Co., Ltd. (cancelled), which will be held by Nanning Zhenning Asset Management Co., Ltd. after the company is registered and established, and contribute with the assessed operating assets. The contribution time is April 1999.
Article 20 the total number of shares of the company is 400319818, all of which 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 by the following methods: (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 under any of the following circumstances:
(I) reduce the registered capital of the company;
(II) merger of 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 23 of the articles of association 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 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 Article 23 of the articles of association, if it belongs to 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.
Article 28 the company does not accept the company’s shares as the subject matter of the pledge. Article 29 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 term of office, the shares transferred each year shall not exceed 25% of the total shares of the company they hold. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation.
Article 30 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 they buy them, or buy them again within six months after they sell 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
Section 1 shareholders
Article 31 the registration authority shall provide the basis for the establishment of the register of shareholders. The register of shareholders is a sufficient basis 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 the same kind of shares shall enjoy the same rights and undertake the same obligations.
Article 32 when the company convenes the 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 beneficial shareholders.
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) if the shareholders request to convene or participate in the shareholders’ meeting according to law, the proxy shall be appointed to preside over and participate in the meeting;
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