Foshan Haitian Flavouring And Food Company Ltd(603288) articles of Association
March, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer seven
Chapter IV shareholders and general meeting of shareholders eight
Section 1 shareholders eight
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fourteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders nineteen
Chapter V board of Directors twenty-four
Section 1 Directors twenty-four
Section II board of Directors twenty-seven
Chapter VI president and other senior managers Chapter VII board of supervisors thirty-three
Section I supervisors thirty-three
Section II board of supervisors thirty-four
Chapter VIII Financial Audit and profit distribution system thirty-five
Section I financial accounting system thirty-five
Section II Internal Audit thirty-eight
Section III appointment of accounting firm thirty-eight
Chapter IX notices and announcements thirty-nine
Section I notice thirty-nine
Section II announcement thirty-nine
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty
Section 1 merger, division, capital increase and capital reduction forty
Section 2 dissolution and liquidation forty-one
Chapter XI amendment of the articles of Association 43 Chapter XII Supplementary Provisions forty-three
general provisions
Article 1 in order to safeguard the legitimate rights and interests of Foshan Haitian Flavouring And Food Company Ltd(603288) (hereinafter referred to as 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 and other relevant provisions.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions. The company was established by the original limited liability company Foshan Haitian seasoning Food Co., Ltd; Registered with Foshan market supervision and Administration Bureau and obtained the business license of enterprise legal person. The unified social credit code is 91440 Hebei Jinniu Chemical Industry Co.Ltd(600722) 448755d. Article 3 with the approval of the China Securities Regulatory Commission on January 14, 2014, the company issued 74.85 million RMB ordinary shares to the public for the first time and was listed on the Shanghai Stock Exchange on February 11, 2014.
Article 4 registered name of the company: Foshan Haitian Flavouring And Food Company Ltd(603288)
English Name: Fushan Haitian flavor and Food Company Ltd
Article 5 company domicile: No. 16, wensha Road, Foshan City
Postal Code: 528000
Article 6 the registered capital of the company is 463383378700 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 of the company shall become a legally binding instrument to regulate the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders
Documents, which are legally binding on 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 vice president, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party organization and 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.
Chapter II business purpose and scope
Article 13 the business purpose of the company: adopt advanced and applicable technology and scientific management methods, improve product quality, develop new products, have the competitiveness in the international market in terms of quality and price, improve economic benefits and obtain satisfactory economic benefits in all aspects of investment.
Article 14 after registration according to law, the business scope of the company: production and operation of condiments, bean products, food, beverages and packaging materials; Processing of agricultural and sideline products; Other telecommunication services; Import and export of goods and technology; Information consulting services; Wholesale and retail of prepackaged food.
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of shares.
Article 16 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; The shares subscribed by any unit or individual shall be paid the same price per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of one yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are Guangdong Haitian Group Co., Ltd. and Foshan Haipeng Trade Development Co., Ltd. when the company is established, the number of shares subscribed and the shareholding ratio of each promoter are as follows:
Name of initiator number of shares subscribed (shares) shareholding ratio
Guangdong Haitian Group Co., Ltd. 46122570099.8%
Foshan Haipeng Trade Development Co., Ltd. 9243000.2%
Total 46215 Shenzhen Ecobeauty Co.Ltd(000010) 0%
The above promoters are invested in the net assets of the original Foshan Haitian seasoning Food Co., Ltd. Article 20 the total number of shares of the company is 4633833787, and the capital structure of the company is 4633833787 ordinary shares. All shares of the company are ordinary shares without preference 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:
(I) public offering 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 stipulated by laws, administrative regulations and the China Securities Regulatory Commission (hereinafter referred to as 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 shall not purchase its own shares. However, except under any of 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） A shareholder requests the company to purchase its shares because he disagrees with the resolution on the merger or 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 listed companies to safeguard the value of the company and the rights and interests of shareholders.
Except for the above circumstances, the company will not buy or sell its shares.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods stipulated by laws, administrative regulations and recognized by the CSRC. Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (I) and (II) of Article 24 of the articles of association 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 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors 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 Article 24 of the articles of association, if it belongs to 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 of the people’s Republic of China. Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association, it shall be carried out through public centralized trading.
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 that have been 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 apply to the company
