Henan Huaying Agricultural Development Co.Ltd(002321) articles of Association
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer five
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V Party Building twenty-two
Section I Party committee and Discipline Inspection Commission twenty-two
Section II functions and powers of the Party Committee twenty-two
Section III functions and powers of the Commission for Discipline Inspection twenty-three
Chapter VI board of Directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-six
Chapter VII general manager and other senior managers Chapter VIII board of supervisors thirty-four
Section I supervisors thirty-four
Section II board of supervisors Chapter IX Financial Accounting system, profit distribution and audit thirty-six
Section I financial accounting system thirty-six
Section II Internal Audit forty
Section III appointment of accounting firm 40 Chapter X notices and announcements forty-one
Section I notice forty-one
Section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation forty-two
Section 1 merger, division, capital increase and capital reduction forty-two
Section 2 dissolution and liquidation Chapter XII amendment of the articles of Association 45 Chapter XIII Supplementary Provisions forty-five
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, these 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), the guidelines for the articles of association of listed companies, the articles of association of the Communist Party of China and other relevant provisions.
Article 2 the company is a joint stock limited company (hereinafter referred to as “the company”) established in accordance with the company law and other relevant provisions. The company was established by way of sponsorship with the approval of the reply on Approving the establishment of Henan Huaying Agricultural Development Co.Ltd(002321) of Henan Provincial People’s Government (Yu Gu PI Zi [2002] No. 01 document).
Article 3 the company was registered with Henan Administration for Industry and Commerce on January 30, 2002 and obtained the business license of enterprise legal person. The unified social credit code of the business license is 91410 Luoniushan Co.Ltd(000735) 5325t.
Article 4 the company issued 37 million RMB ordinary shares to the public for the first time on November 19, 2009 with the approval of China Securities Regulatory Commission, and was listed on Shenzhen Stock Exchange on December 16, 2009.
Article 5 registered name of the company: Henan Huaying Agricultural Development Co.Ltd(002321) .
English Name: Henan Huaying Agriculture Development Co., Ltd. company domicile: No. 1, Gongye Avenue, industrial agglomeration zone, Huangchuan County, Henan Province.
Postal Code: 465150.
Article 6 the registered capital of the company is RMB 2132890100.
Article 7 the business term of the company is a joint stock limited company with permanent existence.
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, 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers 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 person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: operate in accordance with international practices and the standard mode of joint stock company, pursue the principles of excellence, efficiency, science, pragmatism, unity and innovation, strive to obtain the maximum economic benefits for all shareholders of the company and create good social benefits.
Article 13 with the approval of the company registration authority, the business scope of the company is: poultry breeding, manufacturing, development and sales of parent-child breeding birds, breeding eggs, poultry seedlings, feed, oil and the above related products (except those requiring pre-approval by national laws and regulations); Manufacturing, development and sales of feathers, down and related down products, bedding, clothing, bedding and toys (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments); Industrial investment and development and technical consulting services; Import and export of goods, import and export of technology and import and export agency (except for the commodities and technologies restricted or prohibited by the state, and the specific business items shall be subject to the approval results); Printing of packaging decoration and other printed materials (vouchers); Grain purchase; Transportation logistics. (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, and the par value shall be indicated in RMB.
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.
Article 16 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 shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the total number of shares at the time of establishment of the company is 80 million shares. The promoters are Henan Huangchuan Huaying Poultry Industry Corporation, Henan comprehensive agricultural development company, Liaoning grain, oil and food border trade company, Huangchuan Kangyuan Bioengineering Co., Ltd. and Hangzhou Yuanheng feed veterinary medicine Co., Ltd. the number of shares held by the company are 48 million shares, 16 million shares, 12 million shares, 3.6 million shares and 400000 shares respectively.
Article 19 the total number of shares of the company after the initial public offering of shares to the public is 147 million
Shares, all ordinary shares, of which the promoters hold 110 million shares, accounting for 74.83% of the total shares of the company (of which 3.7 million shares are transferred to the Social Security Fund Council, accounting for 2.52% of the total shares of the company); Public shareholders hold 37 million shares, accounting for 25.17% of the total shares of the company. According to the reply on approving Henan Huaying Agricultural Development Co.Ltd(002321) non-public shares issued by China Securities Regulatory Commission (zjxk [2015] No. 2853), the company’s non-public offering of shares increased 1084911 million shares, and the total number of shares of the company increased to 5342911 million shares, all of which are ordinary shares.
After the deliberation and approval of the company’s 2011 Annual General Meeting of shareholders, the company took the total number of shares of 147 million shares as the base, converted and increased 10 shares for every 10 shares to all shareholders with the capital reserve, and transferred and increased 147 million shares to all shareholders. After the implementation of this conversion, the total number of shares of the company was 294 million, all of which were ordinary shares.
According to the reply on approving Henan Huaying Agricultural Development Co.Ltd(002321) non-public shares issued by the China Securities Regulatory Commission (zjxk [2013] No. 652), the company’s non-public offering of shares increased by 131.8 million shares, and the total number of shares of the company increased to 425.8 million shares, all of which are ordinary shares. According to the reply on approving Henan Huaying Agricultural Development Co.Ltd(002321) non-public shares issued by China Securities Regulatory Commission (zjxk [2015] No. 2853), the company’s non-public offering of shares increased 1084911 million shares, and the total number of shares of the company increased to 5342911 million shares, all of which are ordinary shares.
After deliberation and approval at the meeting of the company’s investor group, Xinyang intermediate people’s court ruled and approved the investor’s equity adjustment plan of Henan Huaying Agricultural Development Co.Ltd(002321) reorganization plan (Draft). Based on the total share capital of the company of 534291100 shares, the capital reserve was converted into shares according to the proportion of about 29.92 shares per 10 shares, with a total of 1598598971 shares converted. The listing date of converted shares is January 4, 2022. After listing, the total share capital of the company is increased to 2132890071 shares, all of which are ordinary 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 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) 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) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above-mentioned circumstances of the company, the company shall not carry out the trading of shares.
Article 24 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative 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 Article 23, if it falls under 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.
If the company is in accordance with items (III), (V) and (VI) of Article 23, 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.
After the listing of the company’s shares is terminated, the company’s shares enter the agency share transfer system to continue trading. The company shall not modify the provisions of this paragraph.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 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 in 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.
In case of any change in the shares held by directors, supervisors and senior managers due to the distribution of rights and interests by the company, the above provisions shall still be observed.
Article 29 shareholders, directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after purchase, or buy them again within 6 months after sale. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The director referred to in the preceding paragraph
