Securities code: Foshan Haitian Flavouring And Food Company Ltd(603288) securities abbreviation: Foshan Haitian Flavouring And Food Company Ltd(603288) Announcement No.: 2022015
Foshan Haitian Flavouring And Food Company Ltd(603288)
Announcement on Amending the articles of association and annexes to the articles of Association
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or
Major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as "the company") the 20th meeting of the 4th board of directors
The meeting deliberated and adopted the proposal on Amending the articles of association and annexes to the articles of association, and now the relevant matters are announced as follows:
Below:
1、 Reason for revision:
1. On January 7, 2022, the China Securities Regulatory Commission issued the guidelines for the articles of association of listed companies (2022)
Revised in, according to which Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as "the company") intends to seal the company
Cheng (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors attached to the articles of association)
The rules of procedure shall be amended accordingly.
2. According to the plan, the total profit of the company at the end of 2021
4212576170 shares as the base, and distribute cash dividends of 7.6 yuan (including tax) to all shareholders for every 10 shares,
One bonus share (including tax) will be distributed for every 10 shares, with a total cash dividend of 320155788920 yuan
421257617 bonus shares. After the profit distribution is completed, the total share capital of the company will increase from 4212576170
The number of shares was increased to 4633833787, and the relevant provisions of the articles of association were amended accordingly.
2、 Specific amendments to the articles of association:
Comparison table of amendments to the articles of association:
Revised terms before and after revision
Article 2 the company is established by the original limited liability company Foshan company, which is changed from the original limited liability company Foshan 2 Haitian seasoning Food Co., Ltd; It was changed from Foshan Haitian seasoning Food Co., Ltd; Registered with Foshan Market Administration for Industry and commerce, obtained the registration of enterprise legal person business license, unified license and unified social credit Code: 91440 Hebei Jinniu Chemical Industry Co.Ltd(600722) 448755d. Social Credit Code: 91440 Hebei Jinniu Chemical Industry Co.Ltd(600722) 448755d.
Article 6 the registered capital of the company is 4212576170 yuan. The registered capital of the company is 4633833787 yuan.
Article 12 the company shall establish a Communist Party Organization (newly added) to 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.
Article 20 the total number of shares of the company is 4212576170 shares, the total number of shares of the company is 4633833787 shares, and the capital structure of the company
Structure: 4212576170 ordinary shares. All shares of the company are 4633833787 ordinary shares. All shares of the company are ordinary shares without preference shares. Common shares, no preferred shares.
Article 22 according to the needs of operation and development, and in accordance with the provisions of laws and regulations, the company may adopt the following methods to increase its capital and increase its capital by adopting the resolutions of the general meeting of shareholders respectively according to the needs of operation and development and the provisions of laws and regulations:
(I) public offering of shares; (I) public offering of shares;
(II) non public offering of shares; (II) non public offering of shares;
(III) distribute bonus shares to existing shareholders; (III) distribute bonus shares to existing shareholders;
(IV) increase the share capital with the accumulation fund. (IV) increase the share capital with the accumulation fund.
(V) other methods stipulated by laws and administrative regulations. (V) other methods stipulated by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as the CSRC).
Article 30 directors, supervisors, senior managers, shareholders holding more than 5% of the shares of the company, directors, supervisors and shareholders holding more than 5% of the shares of the company shall buy the shares of the company held by them, sell the shares of the company or other assets held by them within 6 months after they buy them, or buy them again within 6 months after they sell them, If equity securities are sold within six months after the purchase, or the proceeds from the sale belong to the company, the board of directors of the company will buy them again within six months after the withdrawal, and the proceeds from the sale belong to the company. However, the board of directors of the securities company will recover its income from the purchase of after-sales surplus due to underwriting.
However, if a securities company holds more than 5% of the shares due to the purchase of shares, the sale of the shares is not subject to the time limit of more than 5% of the shares held by the remaining shares after the six contracted sales. And other circumstances stipulated by the CSRC.
The shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include their spouses, parents Stocks or other equity securities held by children and held in other people's accounts.
Article 41 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: (I) decide on the company's business policy and investment plan; (I) determine the company's business policy and investment plan;
…… ……
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
（16） Review the change of the company's profit distribution policy; （16） Review the change of the company's profit distribution policy;
…… ……
Article 42 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders. The following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders. (I) total external guarantees of the company and its holding subsidiaries (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets and exceeds 50% of the latest audited net assets; Any guarantee of;
(II) any guarantee provided after the total amount of external guarantee of the company reaches or exceeds the total amount of external guarantee of the company in the latest period (II) and exceeds 30% of the total assets audited in the latest period; Any guarantee provided after 30% of the assets;
(III) guarantee provided for the guarantee object with asset liability ratio exceeding 70% (III) the guarantee amount of the company within one year exceeds the latest audited guarantee of the company; A guarantee of 30% of the total assets;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets (IV) the guarantee provided for the guarantee object with an asset liability ratio of more than 70%; Guarantee of;
(V) guarantee provided by the controlling party and its affiliates. (V) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(VI) guarantees provided to shareholders, actual controllers and their related parties. In case of violation of the authority and procedures of the general meeting of shareholders and the board of directors to examine and approve External Guarantees specified in the articles of association, the company shall investigate the corresponding legal and economic responsibilities of the responsible person.
Article 49 If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request for the approval of the board of supervisors. In the notice, the notice of convening the general meeting of shareholders shall be issued within 5 days of the original request, and the change of the original request in the notice shall be approved by the relevant shareholders. The change shall be approved by the relevant shareholders.
Article 50 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing. At the same time, they shall send a notice to the board of directors to the CSRC where the company is located, and file it with the stock exchange.
Filing with institutions and stock exchanges. Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10% before the announcement of the resolution of the general meeting of shareholders.
Less than 10%. The board of supervisors or convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, and send materials to the CSRC where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
The issuing institution and the stock exchange shall submit relevant supporting materials.
Article 56 the notice of the general meeting of shareholders shall include the following contents: the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting; (I) time, place and duration of the meeting;
