Baolingbao Biology Co.Ltd(002286)
constitution
December, 2021
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
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 twelve
Section V convening of the general meeting of shareholders fourteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-one
Section 1 Directors twenty-one
Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-two
Section I supervisors thirty-two
Section II board of supervisors Chapter VIII Financial and accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-eight
Section III appointment of accounting firm 39 Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-three
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Baolingbao Biology Co.Ltd(002286) (hereinafter referred to as "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 laws and regulations. The company was changed and established by Shandong Baolingbao Biology Co.Ltd(002286) Biotechnology Co., Ltd., registered with Shandong Administration for Industry and commerce, obtained a business license and unified social credit code 91371400723870085e.
Article 3 with the approval of the China Securities Regulatory Commission (hereinafter referred to as the CSRC) on August 5, 2009, the company issued 20 million RMB ordinary shares to the public for the first time, and was listed on the Shenzhen Stock Exchange (hereinafter referred to as the stock exchange) on August 28, 2009.
Article 4 registered name of the company
Full Chinese Name: Baolingbao Biology Co.Ltd(002286)
Full English Name: baolingbao biology Co., Ltd
Article 5 domicile of the company: No. 1, East Outer Ring Road, national high tech Industrial Development Zone, Dezhou (Yucheng), Shandong Province; Postal Code: 251200
Article 6 the registered capital of the company is RMB 371911900.
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 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 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.
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 the business purpose of the company is to make profits for the tillers and keep the eaters healthy.
Article 14 after being registered according to law, the business scope of the company is: research and development, production and sales of starch sugar, other foods, food additives, health food, medicinal excipients, feed additives and beverages; Wholesale of prepackaged food; Storage (excluding dangerous goods); Purchase and sale of grain, production and sale of starch and starch products (the term of validity shall be subject to the license). The self operated import and export business of the enterprise's products and technologies.
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.
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 list of promoters of the company, the number of shares subscribed, the mode and time of capital contribution are shown in the following table:
Number of shares subscribed
Serial number sponsor contribution method contribution date
(10000 shares)
1 Liu Zongli 2732.8 net assets October 17, 2007
2 Xue Jianping 582.4 net assets October 17, 2007
3. Net assets of Yang Yuanzhi 582.4 October 17, 2007
4 Wang Naiqiang 582.4 net assets October 17, 2007
5. Net assets of Li Jing 352 October 17, 2007
Beijing Ruifeng Investment Management Co., Ltd
6. Net assets of Liuli Co., Ltd. 1168 October 17, 2007
Total 6000
Article 20 the total number of shares of the company is 371911900, 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 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) laws, administrative regulations and other methods approved by the CSRC.
Article 23 the registered capital of a company may be reduced. 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 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) use shares to convert corporate bonds issued by the company that can be converted into shares;
(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 Item (3), (5) and (6) of paragraph 1 of Article 24 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 the circumstances specified in items (1) and (2) of paragraph 1 of Article 24 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 (3), (5) and (6) of paragraph 1 of Article 24 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 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; In the case of items (2) and (4), it shall be transferred or cancelled within 6 months; In the case of items (3), (5) and (6), 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 three years.
Section 3 share transfer
Article 27 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 make any modification to the provisions of this paragraph in the articles of association.
Article 28 the company does not accept the company's shares as the subject matter of the pledge.
Article 29 the shares of the company held by the promoters shall not be transferred within one 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 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 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 32 when the company holds a 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 equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
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) request, convene, preside over, attend or appoint shareholders' agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) in case of termination or liquidation of the company
