Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) articles of Association
Jiangsu Huifeng Bio Agriculture Co.Ltd(002496)
constitution
Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) articles of Association
General
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issue of shares Section II increase, decrease and repurchase of shares Section 3 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 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 board of directors Section 1 Directors Section 2 board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system Section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements Section I notice 37 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation of the company Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation 39 Chapter XI amendment of the articles of Association Chapter XII party building of the company 41 Chapter XIII others 41 chapter XIV Supplementary Provisions forty-one
Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) articles of Association
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Jiangsu Huifeng Bio Agriculture Co.Ltd(002496) (hereinafter referred to as “the company” or “the company”), promote the development of the company and safeguard the legitimate rights and interests of the company, shareholders and creditors, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China These articles of association are formulated in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) 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.
With the approval of the document “SZF [1998] No. 157” issued by the people’s Government of Jiangsu Province, the company was established in the form of initiation, registered with Yancheng Administration for Industry and Commerce of Jiangsu Province and obtained a business license. The existing unified social credit code is 913209001407071551.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on October 12, 2010, the company issued RMB common shares A-Shares to the public for the first time, and was listed on Shenzhen Stock Exchange on November 9, 2010.
Article 4 registered Chinese name of the company
Full Chinese Name: Jiangsu Huifeng Bio Agriculture Co.Ltd(002496)
Full English Name: Jiangsu Huifeng bio Agriculture Co., Ltd
Article 5 company domicile: Wei Er Lu (wanggangzha south head), Nanqu, Haiyang Economic Development Zone, Dafeng District, Yancheng City, Jiangsu Province Postal Code: 224145
Article 6 the registered capital of the company is RMB 1507589677.
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, 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, chief engineer, Secretary of the board of directors, person in charge of finance, etc. of the company and other managers determined by the board of directors.
Chapter II business purpose and scope
Article 12 the company’s business purpose: to constantly explore and promote long-term economic development; Standardized operation ensures success in market competition; The use of scientific management methods and concepts enables the company to make great progress and obtain good economic benefits.
Article 13 after being registered according to law, Business scope of the company: “pesticides and hazardous chemicals (operate according to the projects approved in the opinions on the establishment of safety license and environmental impact report for hazardous chemical construction projects) Production; Development, production and sales of biological pesticides, plant derived pesticides, agricultural microbial agents, compound microbial fertilizers and bio organic fertilizers; Technical consultation and technical services for pesticides, fungicides, vegetable preservatives and herbicides, sales of chemical products (except pesticides and other dangerous chemicals), knitwear and textiles, hardware, communications and electricity, daily sundries, daily necessities, wood, building materials, electronic computers and accessories, Shenzhen Agricultural Products Group Co.Ltd(000061) (except packaging seeds); Production and sales of packaging materials (including plastic products, except hazardous chemicals); Operate the export business of self-produced products and related technologies of the enterprise and its member enterprises, self-supporting and agent the import and export business of various commodities and technologies, and China trade. (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.
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 when the company is established, the promoters are:
(I) the township enterprise management service station in Longdi Township, Dafeng City subscribed 7827100 shares in cash and net assets assessed by the assessment institution and confirmed by the government department. The contribution time is December 25, 1998.
(II) Dafeng agrochemical factory trade union committee subscribed 2722900 shares in cash on December 25, 1998.
(III) Chen yupan subscribed 1540000 shares in cash on December 25, 1998.
(IV) Zhong Hangen, who subscribed 215000 shares in cash on December 25, 1998.
(V) Wei Guangquan subscribed 75000 shares in cash on December 25, 1998.
In September 2008, Dafeng Longdi Township township enterprise management service station, Dafeng agrochemical factory trade union committee and Chen yupan have transferred all the shares of the company.
Article 19 the total number of shares of the company is 1507589677, all of which are ordinary shares.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares 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 specified 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) award shares to the employees of the company;
(IV) a shareholder requests the company to purchase its shares because he disagrees with the resolution on merger and division of the company made by the general meeting of shareholders.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 24 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 25 the company’s acquisition of shares of the company due to items (I) to (III) of Article 23 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 23, if it falls under the circumstances of 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.
The shares of the company purchased by the company in accordance with item (III) of Article 23 will not exceed 5% of the total issued shares of the company; The funds used for acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
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 company’s shares 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 1 year from the date when the company’s shares are listed and traded in Shenzhen 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.
Within 12 months after the company’s directors, supervisors and senior managers declare to leave office, the number of shares of the company sold through listing and trading in the stock exchange shall not exceed 50% of the total number of shares of the company held by them.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities held by them 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 their proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares purchased, or under other circumstances prescribed by the securities regulatory authority under the State Council, the time limit of six months is not applicable to the sale of such shares or other equity securities.
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 the preceding paragraph, 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 the preceding paragraph, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 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 31 the company holds the general meeting of shareholders, distributes dividends, liquidates and engages in other activities
