Zhejiang Huge Leaf Co.Ltd(600226)
constitution
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares section I share issuance section II increase, decrease and repurchase of shares section III share transfer Chapter IV shareholders and general meeting of shareholders section I general provisions of general meeting of shareholders section III convening of general meeting of shareholders Section IV proposal and notice of general meeting of shareholders Section V convening of general meeting of shareholders section VI general meeting of shareholders Voting and resolutions Chapter V board of directors section 1 directors section 2 board of directors Chapter VI president and other senior managers Chapter VII board of supervisors
Section I supervisors section II board of supervisors Chapter VIII party building 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 X notice and announcement section I notice section II announcement Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation section I merger, division Capital increase and reduction section 2 dissolution and liquidation Chapter 12 amendment to the articles of Association chapter 13 supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhejiang Huge Leaf Co.Ltd(600226) (hereinafter referred to as the “company”) and its shareholders and creditors and standardize the organization and behavior of the company, in accordance with the articles of association of the Communist Party of China (hereinafter referred to as the “party constitution”), 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, Formulate the articles of association.
Article 2 the company is a joint stock limited company established by Zhejiang Deqing Baike biological Co., Ltd. in accordance with the company law of the people’s Republic of China and other relevant regulations and approved by the people’s Government of Zhejiang Province with the reply on the change and establishment of Zhejiang Shenghua Baike Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. of zhzf (1999) No. 96 document.
The company is registered with Zhejiang Administration for Industry and Commerce and has obtained a business license. The unified social credit code of the business license is 913300001471207528.
Article 3 the company issued 35 million ordinary shares in RMB to the public for the first time on August 20, 1999 with the approval of the China Securities Regulatory Commission, and was listed on the Shanghai Stock Exchange on November 16, 1999.
Article 4 registered name of the company: Zhejiang Huge Leaf Co.Ltd(600226)
Zhejiang Huge Leaf Co., Ltd.
Article 5 domicile of the company: Zhongguan Industrial Zone, Deqing County, Zhejiang Province
Postal Code: 313220
Article 6 the registered capital of the company is 3115165266 yuan.
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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the company’s vice president, the Secretary of the board of directors, the person in charge of Finance and the chief engineer.
Chapter II business purpose and scope
Article 12 business purpose of the company: in line with the desire of economic cooperation and technical exchange, the company adopts advanced and applicable technology and scientific management methods to produce products with international competitiveness in terms of quality and price, so as to obtain satisfactory return on investment for shareholders.
Article 13 after registration according to law, the business scope of the company is: development and sales of computer software and hardware, development of information technology, technical consultation and technical services, and production of radio and television programs; Film and Television planning; Animation design; Data processing services; Training services (excluding class training); Conference and exhibition services; E-commerce technical services; Economic information consultation, enterprise management consultation; Logistics information consultation; Cultural and artistic exchange activity planning, public relations activity planning, corporate image planning and marketing planning; Design, produce and publish all kinds of Chinese advertisements; Equipment leasing; Sales of decoration materials, electrical equipment, mechanical equipment, communication equipment (except satellite receiving equipment), office supplies, clothing, film and television lighting equipment and photographic materials; Maduramycin, avermectin, salinomycin veterinary drugs, pesticide APIs and products, production and sales of relevant feed additives, veterinary drug production (see the veterinary drug production license of the people’s Republic of China for the scope), fertilizer production, cogeneration (all operated with relevant licenses), and sales of pesticides (see the pesticide operation license for details), Operation of veterinary drugs (with license); Investment management, industrial investment; Engaged in import and export business. (without the approval of financial and other regulatory authorities, it is not allowed to engage in financial services such as financing deposits from the public, financing guarantee, customer financing, etc.)
Article 14 the company may adjust its business scope and mode according to market changes and the needs of the company’s business development. To adjust the business scope and mode, the articles of association shall be amended in accordance with the provisions of the articles of association and shall be changed and registered by the company registration authority. If the adjusted business scope belongs to the items restricted by Chinese laws and regulations, it shall be approved by the relevant competent authorities according to law.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 all shares issued by the company are ordinary shares.
Article 17 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 18 the par value of the shares issued by the company shall be indicated in RMB.
Article 19 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 20 the promoters of the company are Shenghua Group Holding Co., Ltd., Yuanyu Investment Co., Ltd., Zhejiang science and Technology Venture Capital Co., Ltd., Zhejiang Pan American Development Co., Ltd. and Zhejiang mingce Investment Co., Ltd., and the number of shares subscribed are 60363900 shares, 8140100 shares, 300900 shares, 2018100 shares and 150500 shares respectively. All promoters contributed to the company with their net assets in Zhejiang Deqing Baike biological Co., Ltd. according to their contribution proportion on July 31, 1998.
Article 21 the total number of shares of the company is 3115165266 shares, and the capital structure of the company is 3115165266 ordinary shares.
Article 22 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 23 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:
（1） Public offering of shares;
(II) non public offering of shares;
（3） Distribution of bonus shares to existing shareholders;
（4） Increase the share capital with the accumulation fund;
（5） Other methods prescribed by laws, administrative regulations and approved by the CSRC.
Article 24 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 25 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under the following circumstances:
（1） Reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） Converting shares into convertible corporate bonds issued by listed companies; （6） It is necessary for a listed company to safeguard its value and shareholders’ rights and interests.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 26 the company may choose one of the following ways to purchase its shares:
（1） Centralized bidding trading mode of stock exchange;
（2） Method of offer;
（3） Other methods approved by the CSRC.
Where the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of Article 25 of the articles of association, it shall be conducted through public centralized trading. Article 27 the company’s acquisition of shares of the company due to items (I) and (II) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders; Where the company purchases its shares under the circumstances specified in paragraphs (3), (5) and (6) of Article 25 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with Article 25 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 six 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 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 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 31 If the directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within six months from the date of purchase, or buy them again within six months from the date of sale, the proceeds thus obtained shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
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 paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 32 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 33 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 equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 34 shareholders of the company enjoy the following rights:
（1） Obtain dividends and other forms of benefit distribution according to the shares they hold; （2） Request, convene, preside over, participate in or appoint shareholders’ agents to participate in the general meeting of shareholders according to law, and exercise corresponding voting rights;
（3） Supervise the operation of the company and put forward suggestions or questions;
（4） Transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
（5） 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) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
（7） When the company is terminated or liquidated, it shall participate in the distribution of the remaining property of the company according to its share of shares;
（8） Other rights stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 35 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder.
Article 36 Where a resolution of the shareholders’ meeting or the board of directors violates laws and administrative regulations, the shareholders shall have the right to request the people’s court to determine it invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 37 Where a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, he shall be punished continuously
