Henan Huaying Agricultural Development Co.Ltd(002321)
Comparison table of amendments to the articles of Association
According to the proposal on Amending the articles of association deliberated and adopted at the 57th meeting of the sixth board of directors of Henan Huaying Agricultural Development Co.Ltd(002321) (hereinafter referred to as "the company"), the company plans to amend the articles of association. The revised articles of association can take effect only after being deliberated and approved by the general meeting of shareholders of the company. The specific amendments are as follows:
Contents of original terms and revised terms
Article 3 the company was registered in Henan Provincial Administration for Industry and Commerce on January 30, 2002. The company was registered in Henan Provincial Administration for Industry and Commerce on January 30, 2002, and obtained the business license of enterprise legal person. The business license number is enterprise legal person business license, and the business license is unified society [41 Shenzhen Fountain Corporation(000005) 922]. The Credit Code of the association is 91410 Luoniushan Co.Ltd(000735) 5325t.
Article 6 the registered capital of the company is RMB. Article 6 the registered capital of the company is RMB 5342911 million. 2132890100 yuan.
Article 13 with the approval of the company registration authority, Article 13 with the approval of the company registration authority, the business scope of the company is: poultry breeding, parental breeding of birds, and the business scope is: poultry breeding, processing and products, breeding eggs, poultry seedlings, feed, oil and related sales above (the manufacturing, development and sales of products requiring pre-approval according to national laws and regulations (except national laws). freight transport. Operating enterprises' self-produced products and relevant laws and regulations (except those requiring pre-approval); The import and export business of feather and feather customs technology, but the state restricts the operation of male down and related down products, bedding, clothing, and goods and technologies that are prohibited from import and export, except for the manufacture, development and sales of bedding and toys (in addition, the production and sales of feed, oil processing, and items subject to approval by the parents' law, the production and operation of Cherry Valley Duck and breeding egg can be carried out only after being approved by the relevant departments. The business activities can be carried out only after packaging); Industrial investment, decoration and printing of other printed materials (certificates). Chen HUAFA, technical consulting services; Import and export of goods and purchase of technology and grain. Purchase and processing of feathers and down, import and export of technology, import and export agency (but the sales are limited by the state, and the processing, production and sales of down products, bedding, clothing, commodities and technologies operated by the company or prohibited from import and export, bedding and toys. (except according to law, the specific business items shall be subject to the approval results, and the items subject to approval shall be subject to the approval of relevant departments); Printing of packaging and decoration and other printed materials (business activities can be carried out only with the certificate); Grain purchase; Transportation logistics. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Article 19
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According to the reply on Approving the non-public development of shares of Henan Huaying Agricultural Development Co., Ltd. (Article 19 [2015] No. 2853 of the CSRC), the company's non-public offering of shares 1084911 million shares were added. According to the approval of China Securities Regulatory Commission, the total number of shares of the company was increased to 5342911 million shares, and the nature of the shares of Henan Huaying Agricultural Development Co., Ltd. was all ordinary shares. With the approval of the company's investor group's non-public offering of shares (reviewed and approved by the CSRC licensing meeting and approved by the ruling of Xinyang intermediate people's Court [2015] No. 2853), The company's non-public offering of shares -- Henan Huaying Agricultural Development Co.Ltd(002321) multiple votes added 1084911 million shares, and the total number of investors' equity adjustment shares in the company's share consolidation plan (Draft) was increased to 534291100 shares. In the share proposal, 534291100 shares of the company's total share capital were all ordinary shares. According to the base number, the capital reserve is converted into shares according to the proportion of about 29.92 shares per 10 shares, and a total of 1598598971 shares are converted into shares. 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 23 the company may purchase the shares of the company in accordance with laws, administrative regulations, departmental rules and the provisions of the articles of association under the following circumstances: reduce the registered capital of the company in accordance with laws, administrative regulations, departmental rules and this (I); According to the provisions of the articles of association, the acquisition of shares of the company: (II) with other companies holding shares of the company (I) reduce the registered capital of the company; Merger;
(II) use the shares for ESOP or merger with other companies holding the shares of the company (III); Equity incentive;
(III) award shares to the employees of the company; (IV) the shareholders disagree with the company's resolution on merger and division made by the general meeting of shareholders (IV) the shareholders disagree with the resolution on merger and division made by the general meeting of shareholders and require the company to purchase its shares;
Purchase its shares. (V) use the shares for conversion, and the listed company will issue corporate bonds that can be converted into shares. Except for the above circumstances, the company will not buy or sell the company's corporate bonds that can be converted into shares;
Activities of the company's shares.
(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 will not buy or sell its shares.
Article 24 when a company purchases its own shares, it can choose one of the following ways: through public centralized trading or through centralized bidding trading in the stock exchange; (2) the method of offer approved by laws, administrative regulations and the CSRC; He did it in a different way.
（3） Other methods approved by the CSRC. Due to items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association
The acquisition of shares of the company under the prescribed circumstances shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares under the circumstances specified in Article 23 of the articles of association due to 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 for the reasons from items (I) to (III) of Article 23; If the company purchases its shares due to Article 20 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders in items (III), (V) and (III) of paragraph 1 of Article 3. In the case of purchasing shares of the company under the circumstances specified in Item (VI), if the company purchases shares of the company in accordance with the provisions of Article 23, it may be cancelled within 10 days from the date of acquisition in accordance with the provisions of the articles of association or after the purchase of shares under the circumstances specified in Item (I) with the authorization of the shareholders' meeting and by more than two-thirds of the directors; It belongs to the resolution of the board meeting attended by the third party. In the case of items (II) and (IV), the company shall acquire the company in accordance with Article 23 and transfer or cancel it within 6 months. If the shares fall under the circumstance of item (I), the company shall cancel them within 10 days from the date of acquisition in accordance with item (III) of Article 23; If the shares of the company acquired by the company do not exceed items (II) and (IV) of the company, 5% of the total shares shall be issued; The funds used for acquisition shall be transferred or cancelled within 6 months. It shall be paid out of the company's after tax profits; The shares purchased by the company in accordance with item (III) and item of Article 23 shall be transferred to the employees within one year. In the case of items (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.
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 have been listed and traded before the company's public offering of shares; The issued shares shall not be transferred within one year from the date when the company's shares should be listed and traded by the directors, supervisors and senior managers of the securities trading company; Report to the company the shares held by the company and the changes of the directors, supervisors and senior managers of the company. If the shares and shares of the company are transferred every year during the term of office, the total changes of the shares held by the company and the number of shares transferred every year during the term of office shall not exceed 25%; The shares of the company held by the company shall not be transferred within 1 year from the date when the shares of the company held by the company shall not exceed the total number of shares of the company listed and traded. 25% of the above number; The shares held by the listed company shall not be transferred within half a year after leaving the company. Shares of the company held on. The above-mentioned personnel shall not transfer the shares of the company held by the directors, supervisors and senior managers of their company in Shen within half a year after their resignation.
If the number of shares of the company listed on the board of directors' exchange and the proportion of the company's shares held by supervisors and senior managers in the total number of shares of the company held by them do not change within 12 months after 6 months of leaving office, the above provisions shall still be observed. More than 50%.
Article 29 shareholders, directors, supervisors and senior managers holding more than 5% of the company's shares; Article 29 when the company's shares are listed on the stock exchange, the company's shares held by the company's directors, supervisors and senior managers and the shareholders holding more than 5% of the company's shares shall be sold within 6 months after the purchase, Or buy the company's shares within 6 months after the sale, and enter them within 6 months after the purchase. The income from this will belong to the company. Sell them within this month, or the board of directors of the company will recover the income within 6 months after the sale. However, the proceeds from the purchase shall belong to the company, and the board of directors of the company will recover the proceeds from the purchase of the remaining shares after the package sale by the securities company. However, those holding more than 5% of the shares and other circumstances stipulated by the CSRC and the securities company's purchase of after-sales surplus shares due to underwriting are excluded. For those who hold more than 5% of the shares, the term "directors, supervisors and senior managers" mentioned in the preceding paragraph is not subject to the time limit of six months. Shares held by natural person shareholders or other equity securities with the nature of equity if the board of directors of the company fails to implement the provisions of the preceding paragraph, including their spouses, parents and shareholders, have the right to require the board of directors to implement them within 30 days. If the board of directors of the company fails to execute the shares held by children or by using the accounts of others within the above-mentioned period, the shares or other securities with the nature of equity. Shareholders have the right to bring a lawsuit directly to the people's court in their own name for the benefit of the company. The board of directors of the company does not enforce its obligations in accordance with the first paragraph of this article. If yes, the shareholders have the right to require the board of directors not to implement the provisions of paragraph 1 within 30 days. If the board of directors of the company fails to act within the above-mentioned period, and the responsible directors are jointly and severally liable according to law, the shareholders have the right to act on their own for the interests of the company.
