Chapter 1 General Principles
Article 1 In order to protect the legitimate rights and interests of SDIC Fengle Seed Co., Ltd. (hereinafter referred to as "the Company"), shareholders, employees, and creditors, and to regulate the organization and behavior of the Company, these Articles 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 regulations.
Article 2 The Company is a joint-stock limited company established in accordance with the Company Law and other relevant regulations. The establishment of the Company was approved by the Anhui Provincial People's Government (Document No. 16 [1997] of the Anhui Provincial Government); it is registered with the Anhui Provincial Administration for Industry and Commerce, with a unified social credit code of 91340100148974717B.
Article 3 On March 24, 1997, the Company was approved by the China Securities Regulatory Commission (CSRC) to issue 45 million RMB ordinary shares to the public for the first time, and the Company's shares were listed on the Shenzhen Stock Exchange on April 22, 1997.
Article 4 The registered name of the Company: SDIC Fengle Seed Co., Ltd.
Article 5 The Company's registered address: No. 6500, Changjiang West Road, Shushan Economic and Technological Development Zone, Hefei City, Anhui, China, Postal Code 231283.
Article 6 The registered capital of the Company is RMB 798,219,474.
Article 7 The Company is a joint-stock limited company with perpetual existence.
Article 8 The director or general manager representing the Company in executing company affairs is the legal representative of the Company. If the director or general manager resigns, it is deemed that they have simultaneously resigned as the legal representative. If the legal representative resigns, the Company shall determine a new legal representative within thirty days from the date of resignation.
Article 9 The legal representative shall bear the legal consequences of civil activities conducted in the name of the Company. Any restrictions on the powers of the legal representative set forth in these Articles or by the shareholders' meeting shall not be asserted against bona fide third parties. If the legal representative causes damage to others while performing their duties, the Company shall bear civil liability. After the Company assumes civil liability, it may seek compensation from the legal representative at fault in accordance with the law or these Articles.
Article 10 Shareholders shall be liable to the Company only to the extent of their subscribed shares, while the Company shall be liable for its debts with all its assets.
Article 11 These Articles shall become a legally binding document regulating the organization and behavior of the Company, as well as the rights and obligations of the Company and its shareholders, and shall be binding on the Company, shareholders, party organization members, directors, and senior management personnel. According to these Articles, shareholders may sue other shareholders, directors, and senior management personnel, and the Company may sue shareholders, directors, and senior management personnel.
Article 12 The term "senior management personnel" as used in these Articles refers to the general manager, deputy general managers, chief accountant, board secretary, chief agronomist, chief engineer, chief economist, and chief legal advisor of the Company.
Article 13 The Company shall establish a party organization, carry out party activities, establish party work institutions, equip and strengthen party workers, and ensure funding for the work of the party organization in accordance with the provisions of the Communist Party of China.
Chapter 2 Business Objectives and Scope
Article 14 The business objective of the Company is to independently organize production and operation according to market demand, actively utilize the corporate system and its industry advantages, aiming to improve economic efficiency, labor productivity, and achieve the preservation and appreciation of assets, thereby providing good economic benefits to all shareholders.
Article 15 The scope of business of the Company, as registered, includes:
- Licensed projects: Production of major crop seeds; operation of crop seeds; production of pesticides; wholes