Shandong Delisi Food Co.Ltd(002330)
constitution
February, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 share issuance Section 2 increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders 5 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 II board of directors Section 3 independent directors Section IV Secretary of the 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 1 financial accounting system 32 section II Internal Audit Section III appointment of accounting firm Chapter IX notices and announcements 37 section 1 notice 37 section II 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 39 Chapter XI amendment of the articles of Association 40 Chapter XII Supplementary Provisions forty-one
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, 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 by Shandong Shandong Delisi Food Co.Ltd(002330) Food Technology Co., Ltd. in accordance with the company law, the Interim Provisions on Several Issues concerning the establishment of foreign-invested joint stock limited companies and other relevant provisions.
The company is established by way of sponsorship; Registered with Shandong Administration for Industry and Commerce and obtained a business license with the business license number of 3707004 Shenzhen Centralcon Investment Holding Co.Ltd(000042) 33.
With the approval of China Securities Regulatory Commission on December 14, 2009, the company issued 63 million RMB ordinary shares to the public for the first time, and was listed on Shenzhen Stock Exchange on January 6, 2010.
Article 3 registered name of the company:
Full Chinese Name: Shandong Delisi Food Co.Ltd(002330)
Full English Name: Shanghai Delisi Food Co., Ltd
Article 4 the domicile of the company: Changcheng Town, Zhucheng City, Shandong Province; Postal Code: 262216.
Article 5 the registered capital of the company is 637608790 yuan.
Article 6 the company is a permanent joint stock limited company.
Article 7 the chairman is the legal representative of the company.
Article 8 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 9 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 10 the term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 11 business purpose of the company: in line with the desire of strengthening economic cooperation and technical exchange, the company is engaged in the series development of meat food through the introduction of international advanced technology and production equipment, so as to provide safe, hygienic and reliable high-quality food for the majority of consumers, improve people’s life, enhance the human spirit of the country and improve the quality of the nation, Maximize shareholders’ equity and company value and create good economic and social benefits.
Article 12 after registration according to law, the business scope of the company: production, processing and sales: low-temperature meat products, sauce and marinated meat products, fermented meat products and other meat products; Egg products, quick-frozen noodles and rice foods, quick-frozen meat products and other quick-frozen foods, cakes and other foods; Beverages (protein drinks, other beverages), condiments, edible animal fats (edible lard), animal by-products, food machinery and accessories. Import and export of goods. Wholesale and retail of steel, hardware tools, prepackaged food and bulk food. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments, and the validity period shall be subject to the license)
Chapter III shares
Section 1 share issuance
Article 13 the shares of the company shall be in the form of shares.
Article 14 the issuance of shares of the company shall follow the principles of openness, fairness and impartiality, and each share of the same kind 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 15 the par value of the shares issued by the company shall be indicated in RMB.
Article 16 the shares issued by the company shall be centrally deposited in [Shenzhen Branch of China Securities Depository and Clearing Corporation Limited].
Article 17 the promoters of the company are Zhucheng Tonglu Investment Co., Ltd., Panghai Holding Co., Ltd. and the National Council of social security fund. The number of shares subscribed by the promoters in the company is 259440000 shares, 105280000 shares and 11280000 shares respectively; Other parts are social public shares.
Article 18 the total number of shares of the company is 637608790, all of which are ordinary shares.
Article 19 the company or its subsidiaries (including the company’s subsidiaries) shall not provide any assistance to those 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 20 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 issuance 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 21 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 22 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) use shares for employee stock ownership plan or equity incentive;
(IV) 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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 23 the company may purchase its own shares through public centralized trading, or other methods approved by laws, administrative regulations and the CSRC.
Where a company acquires its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 22, it shall do so through public centralized trading.
Article 24 the company’s acquisition of shares of the company due to items (I) and (II) of Article 22 of the articles of association shall be subject to the resolution of the general meeting of shareholders. In case of purchasing the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 22 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors may be adopted 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 the provisions of Article 22, 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; In the case of items (III), (V) and (VI), the total shares held by the company will not exceed 10% of the total issued shares of the company, and shall be transferred or cancelled within 3 years.
Section 3 share transfer
Article 25 the shares of the company may be transferred according to law; After the listing of the shares is terminated, the shares of the company enter the agency share transfer system to continue trading; The company shall not amend the provisions of the preceding paragraph in the articles of association.
Article 26 the company does not accept the company’s shares as the subject matter of the pledge.
Article 27 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 28 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 buying, or buy them again within 6 months after selling. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
The term “shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes the shares or other equity securities of the company held by their spouses, parents and children and held in 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 29 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 30 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 31 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) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares; (VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares; (VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 32 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. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 33 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
The convening procedures and voting methods of the general meeting of shareholders and the board of directors violate laws, administrative regulations or the articles of association, or the contents of resolutions violate the articles of association,
