Zhongyin Babi Food Co.Ltd(605338)
constitution
April, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders six
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders eleven
Section IV proposal and notice of the general meeting of shareholders thirteen
Section V convening of the general meeting of shareholders fifteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors twenty-three
Section 1 Directors twenty-three
Section II board of Directors twenty-seven
Section II special committee of the board of Directors thirty-two
Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-six
Section I supervisors thirty-six
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit thirty-eight
Section I financial accounting system thirty-eight
Section II Internal Audit forty-four
Section III appointment of accounting firm forty-four
Chapter IX notices and announcements Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-six
Section 1 merger, division, capital increase and capital reduction forty-six
Section 2 dissolution and liquidation 47 Chapter XI amendment of the articles of Association 50 Chapter XII Supplementary Provisions fifty
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Zhongyin Babi Food Co.Ltd(605338) (hereinafter referred to as 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”) and the guidelines for the articles of association of listed companies The articles of association are formulated in accordance with the Listing Rules of Shanghai Stock Exchange and other relevant provisions.
Article 2 of the company law and other relevant provisions.
The company was wholly changed and established by Shanghai Zhongyin Food Group Co., Ltd., registered with Shanghai market supervision administration and obtained a business license.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on September 11, 2020, the company issued 62 million RMB ordinary shares to the public for the first time, and was listed on Shanghai Stock Exchange (hereinafter referred to as “Stock Exchange”) on October 12, 2020. Article 4 registered name of the company: Zhongyin Babi Food Co.Ltd(605338) .
English Name: Zhongyin babi Food Co., Ltd
Article 5 domicile of the company: No. 785, Rongjiang Road, Chedun Town, Songjiang District, Shanghai.
Article 6 the registered capital of the company is RMB 248 million.
Article 7 the company is a permanent joint stock limited company (listed).
Article 8 the legal representative of the company is the chairman.
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 shall be legally binding on the company, shareholders, directors, supervisors, general manager and other 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 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the Secretary of the board of directors, the chief financial officer and other senior managers recognized by the board of directors 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 company’s business purpose: to share Chinese cuisine with the world; Corporate vision: to become a social service organization; Enterprise goal: to become the first brand of Chinese pastry in the world.
Article 14 after registration according to law, the business scope of the company is: food circulation, food production, technology development, technology transfer, technical consultation and technical service in the field of food science and technology, catering enterprise management, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , kitchen equipment, electrical equipment, electronic products, sales of Department stores, clothing, shoes and hats, advertising light boxes and packaging materials, grain purchase and investment management, Industrial investment, investment consulting, enterprise management consulting, self owned house leasing, self owned equipment leasing, road cargo transportation, advertising design and production, exhibition and display services, and engaged in the import and export business of goods and technology. [for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments.
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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 shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 the company is wholly changed and established by the former Shanghai Zhongyin Food Group Co., Ltd. The names of the promoters of the company, the number of shares subscribed, the mode of capital contribution and the proportion of capital contribution are as follows:
Name of initiator number of shares subscribed (shares) mode of contribution shareholding ratio (%)
number
1 Liu Huiping 101193300 net assets converted into shares 54.405
2 Ding Shimei 19027800 net assets converted into shares 10.230
Jiahua Tianming (Tianjin) assets
3. Management of partnership (limited liability): 13020000 net assets converted into 7.000 shares
Partnership)
4. Pan Hejie 6919200 net assets converted into shares 3.720
5 Ding Shixia 6919200 net assets converted into shares 3.720
6 Jin Wang Ming 2429957 net assets converted into shares 1.3064
7. LV Xiaoping 1029643 net assets converted into shares 0.5536
8 sun Aiguo 864900 net assets converted into shares 0.465
Tianjin Barbie Investment Management Co., Ltd
9 partnerships (limited partnership) 10296429 net assets converted into shares of 5.5357
Tianjin Zhongyin Investment Management Co., Ltd
10 enterprises (limited partnership) 10296429 net assets converted into shares of 5.5357
Tianjin Huiping Investment Management Co., Ltd
11 enterprises (limited partnership) 14003142 net assets converted into shares 7.5286
Total 1860 Ping An Bank Co.Ltd(000001) 00.00%
Article 19 the total number of shares of the company is 248 million, all of which are ordinary shares, and the par value is indicated in RMB. Article 20 the par value of each share of the company is RMB 1.
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 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） 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;
（5） Converting shares into convertible corporate bonds issued by listed companies; （6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 a company may acquire its own shares by means of public centralized trading, or by legal or administrative means
Regulations and other methods approved by the CSRC.
Where the company purchases its shares due to the circumstances specified in Item (3), (5) and (6) of paragraph 1 of Article 24 of the articles of association, it shall be carried out through public centralized trading.
Article 26 the company’s acquisition of shares of the company due to the circumstances specified in items (1) and (2) of paragraph 1 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 (3), (5) and (6) of paragraph 1 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 paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in Item (1), it shall be cancelled within 10 days from the date of acquisition; belong to
