Securities code: Zhongyin Babi Food Co.Ltd(605338) securities abbreviation: Zhongyin Babi Food Co.Ltd(605338) Announcement No.: 2022027
Zhongyin Babi Food Co.Ltd(605338)
Announcement on Amending 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 in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as “the company”) held the 14th meeting of the second board of directors on April 7, 2022, deliberated and adopted the proposal on Amending the articles of association. In accordance with the guidelines for the articles of association of listed companies (revised in 2022), the Listing Rules of Shanghai Stock Exchange (revised in January 2022) and other relevant provisions of laws, regulations and normative documents, and in combination with the actual situation of the company, the articles of association are hereby revised. The specific amendments are as follows:
No. original clause revised clause
Article 1 in order to protect the legitimate rights and interests of Zhongyin Zhongyin Babi Food Co.Ltd(605338) Co., Ltd. (hereinafter referred to as the “company”), Zhongyin Zhongyin Babi Food Co.Ltd(605338) Co., Ltd. (hereinafter referred to as the “company”), shareholders and creditors, standardize the legitimate rights and interests of the company and creditors, and standardize the organization and behavior of the company, According to the organization and behavior of the people’s Republic of China, and in accordance with the company law of the people’s 1 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 Securities Law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), and Shanghai (hereinafter referred to as the “Securities Law”) These articles of association are formulated in accordance with the Listing Rules of listed stock exchanges, the guidelines for the articles of association of listed companies, the relevant provisions on other shares of Shanghai Stock Exchange. These articles of association are formulated in accordance with the Listing Rules of listed stocks and other relevant provisions.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of this article added in Chapter 2 of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Article 23 under the following circumstances, Article 24 the company shall not acquire the shares of the company 3, which may be in accordance with laws, administrative regulations and departmental regulations. However, in case of any of the following circumstances, except for the acquisition of the company in accordance with the provisions of this chapter and the articles of association:
(1) reduce the registered capital of the company;
（1） Reduce the registered capital of the company; （2） Merge with other companies holding shares of the company (2) merge with other companies holding shares of the company;
Merger of companies; （3） Use the shares in the employee stock ownership plan or (3) use the shares in the employee stock ownership plan or equity incentive;
Equity incentive for investors; （4） (4) the shareholders disagree with the company’s resolution on merger and division made by the general meeting of shareholders, require the company to disagree with the resolution on merger and division made by the general meeting of shareholders, and require the company to purchase its shares;
The company acquires its shares; （5） (5) to convert shares into corporate bonds issued by listed companies that can be converted into shares;
Corporate bonds convertible into shares; （6） (6) it is necessary for listed companies to maintain the value and interests of the company.
Necessary for shareholders’ equity.
Except for the above circumstances, the company shall not acquire the company
Company shares.
Article 24 the company’s acquisition of its own shares Article 25 the company’s acquisition of its own shares may be conducted through public centralized transactions, or through public centralized transactions, or through laws and regulations, laws and administrative regulations of the subscribers of the CSRC, and other methods recognized 4 by the CSRC. It can be done in other ways.
If the company purchases its shares due to the circumstances specified in paragraph 1 of Article 23 of the articles of association, and the company purchases its shares due to the circumstances specified in paragraphs (3), (5) and (6) of paragraph 1 of Article 24 of the articles of association, it shall purchase its shares through public centralized trading. Through open centralized trading.
Article 30 Where the company holds more than 5% of the shares Article 29 the directors, supervisors, senior shareholders, directors, supervisors, senior managers, senior managers and shareholders holding more than 5% of the shares of the company will sell the shares of the company or other shareholders with shares within 6 months after the purchase, or sell the securities with equity nature of the company’s shares within 6 months after the purchase, Or buy again within 6 months after the sale and within 6 months after the sale. The proceeds from the purchase will belong to the company, and the 5 benefits will belong to the company. The board of directors of the company will receive the proceeds, and the board of directors of the company will recover the proceeds. Return its income. However, if a securities company holds more than 5% of the shares and holds more than 5% of the shares due to the remaining underwriting after the purchase and sale of the remaining shares after the purchase and sale, and if the securities company holds more than 5% of the shares, the sale of the shares is not subject to the time limit except for six months under other circumstances stipulated by the CSRC. Outside.
The shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph or their
Securities with equity nature include stocks or other securities with equity nature held by his spouse, parents and children and by using other people’s accounts.
Article 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power organ of the company, which exercises the following functions and powers according to law:
…… ……
6 (12) review and approve the transactions specified in Article 41 (12) of the articles of Association; Guarantee matters of the;
…… ……
（15） Review the equity incentive plan; （15） Review the equity incentive plan and employee stock ownership plan;
Article 41 transactions (Withdrawals) of the company
For guarantee, donated cash assets, simple reduction
The company’s obligations (except debts) meet the following targets
If one of the criteria is met, it shall be submitted to the general meeting of shareholders for review
7. Proposal: delete this clause
(I) total assets involved in the transaction (at the same time)
If there are book value and assessed value, whichever is higher
(subject to) accounting for the latest audited total capital of the company
More than 50% of production;
……
Article 42 the following external guarantee banks of the company Article 42 the following external guarantee acts of the company shall be submitted to the general meeting of shareholders for deliberation and approval after the deliberation and approval of the board of directors: the general meeting of shareholders for deliberation and approval:
(I) the amount of a single guarantee exceeds 10% of the latest audited net assets of the listed company; Guarantee of 10% of the audited net assets in the recent period; (II) any guarantee provided after the total amount of external 8 external guarantees provided by the company and its holding subsidiaries to (II) the company and its holding subsidiaries reaches or exceeds the total amount of the latest guarantee and exceeds 50% of the audited net assets of the listed company in the latest period; Any guarantee;
(III) the total amount of external guarantees provided by the guarantee company with an asset liability ratio of more than 70% (III) exceeds the guarantee provided by the guarantee object; The latest audited total assets of the listed company (IV) any guarantee provided after the total amount of external guarantee of the company reaches 30%;
Or any guarantee provided after exceeding 30% of the total audited capital (IV) of the company for 12 consecutive months; The principle of internal cumulative calculation exceeds that of listed companies
(V) guarantee of 30% of the total audited assets of shareholders, actual controllers and their related parties in the latest period; The guarantee provided by the joint party; (V) guarantee provided for the guarantee objects whose asset liability ratio exceeds 70% (VI) laws, regulations and normative documents;
(VI) guarantee to shareholders, actual controllers and other related parties, which shall be deliberated and approved by the general meeting of shareholders. The guarantee provided by the joint venture;
When the board of directors deliberates on external guarantees, in addition to (VII) laws, regulations and normative documents, which shall be approved by more than half of all directors, other guarantees that shall be approved by the general meeting of shareholders shall also obtain three guarantees to attend the meeting of the board of directors.
More than two thirds of the directors agree. When the company’s accumulative guarantee amount exceeds the public security within 12 months of deliberation of paragraph (IV) of this article at the continuous general meeting of shareholders, it must be approved by more than 2 / 3 of the voting rights of 30% of the latest audited total assets of the shareholders attending the meeting. If the shareholders are large, a special resolution shall be made by the general meeting of shareholders. During the deliberation of the guarantee matters in paragraph (VI) of this article, the shareholders with three-thirds of the voting rights held by the shareholders attending the general meeting (including the shareholders or the proxies of the shareholders controlled by the actual controller) shall not participate in the voting, and the voting shall be passed by more than two. The voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. When the general meeting of the guarantee proposal provided by the shareholder system and its related parties violates the approval authority and deliberation of external guarantee, if the shareholder or the actual controller is supported by the procedure, the shareholder who violates the approval authority and deliberation schedule shall not participate in the voting, and the relevant shareholders of the procedure shall bear joint and several liabilities.
The voting shall be conducted by other shareholders attending the general meeting of shareholders
More than half of the voting rights held by shareholders.
Without the approval of the board of directors or the general meeting of shareholders, the company
The company shall not provide external guarantee.
Article 43 The between the company and its affiliates
Transaction (the company provides guarantee and receives cash capital)
In addition to assets and liabilities for which the company’s obligations are simply reduced or exempted
The amount is more than 30 million yuan,
And accounting for the latest audited net assets of the company
Related party transactions with an absolute value of more than 5% shall
9. Submit to the general meeting of shareholders for deliberation. Delete this item
The above transactions include the following transactions:
(I) handover as stipulated in Article 41 of the articles of Association
Easy;
(II) purchase of raw materials, fuel and power;
(III) selling products and commodities;
(IV) providing or receiving labor services;
(V) entrusted or entrusted sales;
(VI) deposits and loans in related party financial companies;
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Article 46
