Qianhe Condiment And Food Co.Ltd(603027)
constitution
(revised in 2022)
February 2022
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 Voting and resolutions of the general meeting of shareholders 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 1 supervisors section 2 board of supervisors Chapter VIII Financial and accounting system Profit distribution and Audit Section 1 financial accounting system section 2 Internal Audit Section 3 appointment of accounting firm Chapter 9 notice and announcement section 1 notice section 2 Announcement
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation section 1 merger, division, capital increase and capital reduction section 2 dissolution and liquidation Chapter XI amendment to the articles of association Chapter XII supplementary provisions
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the company, shareholders and creditors and standardize the organization and behavior of the company, 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), the guidelines for the articles of association of listed companies, the stock listing rules of Shanghai Stock Exchange and other relevant provisions, Formulate the articles of association.
Article 2 Qianhe Condiment And Food Co.Ltd(603027) is a joint stock limited company (hereinafter referred to as the “company”) established by Sichuan Hengtai Enterprise Investment Co., Ltd. in accordance with the company law and other relevant provisions. The company is established by way of sponsorship. The company is registered with Meishan Administration for Industry and Commerce and has obtained the business license of enterprise legal person. The business license number is 91511400207311690e.
Article 3 the company first issued 40 million RMB ordinary shares to the public on February 6, 2016 with the approval of the Securities Regulatory Commission of the people’s Republic of China, and was listed on the Shanghai Stock Exchange on March 7, 2016.
Article 4 registered name of the company: Qianhe Condiment And Food Co.Ltd(603027) .
Article 5 domicile of the company: minjiadu, Chengnan, Dongpo District, Meishan City; Postal Code: 620010
Article 6 the registered capital of the company is 798782158 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 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 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 other senior managers mentioned in the articles of association refer to the vice president, Secretary of the board of directors and chief financial officer of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: the company is committed to revitalizing the national food industry and continuously improving the quality of human life.
Article 13 after registration according to law, the business scope of the company is: production and operation of food and food additives, feed and feed additives; Operate import and export business (operate by filing documents); Shenzhen Agricultural Products Group Co.Ltd(000061) and the planting, storage, processing and operation of agricultural and sideline products; Scenic spot management, conference and exhibition services.
Chapter III shares
Section 1 share issuance
Article 14 the company shall set up ordinary shares at any time. The company may set up other types of shares as needed with the approval of the general meeting of shareholders and the approval of the examination and approval department authorized by the State Council.
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; 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 Shanghai Branch of China Securities Clearing Corporation.
Article 18 the promoters of the company are Wu Chaoqun, Wu Jianyong, pan Huajun, Meishan Tiandao Investment Center (limited partnership), Meishan Yongheng Investment Center (limited partnership), Beijing Goldman Sachs investment center (limited partnership) (renamed Beijing Kuanjie Bohua Investment Center (limited partnership) on September 10, 2015) and Guangdong Wenshi Investment Co., Ltd. The promoters changed the establishment of the company as a whole with the audited book net asset value of 247423375.69 yuan as of February 29, 2012 and the net assets of 225823375.69 yuan after dividends of 21600000.00 yuan, which were converted into share capital at the ratio of 1:0.53139.
Article 19 when the company is established, the total number of shares is 120 million, and the capital structure of the company is 120 million ordinary shares. At the time of establishment, the shareholding of each promoter is as follows:
Serial number shareholder name shareholding quantity (share) shareholding ratio
1 Wu Chaoqun 70946558 59.12%
2 Wu Jianyong 20855598 17.38%
Beijing Goldman Sachs investment center (limited partnership) (2015)
On September 10, 2003, it was renamed Beijing Kuanjie Bohua investment 17556000 14.63% Center (limited partnership))
4 Meishan Tiandao investment center 3258969 2.72% (limited partnership)
5 Meishan Yongheng investment center 3116167 2.60% (limited partnership)
6 Guangdong Wenshi Investment Co., Ltd. 2664000 2.22%
7 pan Huajun 1602708 1.34%
Total 120000000 100%
Article 20 the total number of shares of the company is 798782158, and the capital structure of the company is: 798782158 ordinary shares, without other types of 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:
（1） Public offering of shares;
（2） Non public offering of shares;
（3） Distribute 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 23 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 stipulated in the articles of association.
Article 24 the company may purchase shares of the company 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;
(III) use shares for employee stock ownership plan or equity incentive;
（4） Because the shareholders disagree with the resolution on the merger and division of the company made by the general meeting of shareholders, they require the company to purchase their shares. (V) converting shares into convertible corporate bonds issued by listed companies;
(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 does not carry out the activities of buying and selling the company’s shares.
Article 25 a 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 own shares due to the circumstances specified in items (III), (V) and (VI) of Article 24, it shall be carried out through public centralized trading.
Article 26 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 24, it 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 (III), (V) and (VI) of Article 24, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases its shares in accordance with Article 24, 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 six months; In the case of items (III), (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 three years.
Where a company purchases its own shares, it shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Section 3 share transfer
Article 27 the shares of the company may be transferred according to law.
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 term of office, 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 one year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer the shares of the company they hold within half a year after their resignation, and the number of shares of the company shall not exceed 50% of the total number of shares of the company they hold through listing and trading in the stock exchange within 12 months after the declaration of resignation.
Article 30 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares within 6 months after they buy them, or buy them again within 6 months after they sell them. The proceeds from this 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 purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 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 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 on the equity registration date are the shareholders enjoying relevant rights and interests.
Article 33 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 holding in accordance with laws, administrative regulations and the articles of association
