Chacha Food Company Limited(002557)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
Original clause revised clause
Article 1 in order to regulate Chacha Food Company Limited(002557) (hereinafter referred to as “the company”), ensure that the general meeting of shareholders of the company can exercise the title of “the company” in accordance with the company law of the people’s Republic of China, the functions and powers of listed companies, and the company law of the people’s Republic of China The articles of association of Qia Food Co., Ltd. are formulated and these rules are formulated in accordance with the provisions of laws, regulations, normative documents such as the rules for the eastern general meeting of listed companies (revised in 2016), the rules for the normative general meeting of shareholders and the provisions of the negotiation documents and the Chacha Food Company Limited(002557) articles of association. These rules.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the laws, administrative regulations and the articles of association. Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of the laws, administrative regulations and the articles of association, so as to ensure that the shareholders can exercise their rights in accordance with the law. The rules for the general meeting of shareholders of the municipal company and the relevant provisions of the articles of association shall hold the dividend meeting. The shareholders’ meeting shall ensure that shareholders can exercise their rights in accordance with the law.
Article 4 the annual general meeting of shareholders and the extraordinary general meeting of shareholders are divided into two parts. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous accounting year. Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting of shareholders. The extraordinary general meeting of shareholders shall be convened from time to time. The annual general meeting of shareholders shall be held once a year, which shall be held in the previous accounting year. If there is any provision in Article 100 of the company law, it shall be held within 6 months after the end of the temporary shares. The extraordinary general meeting of shareholders shall be held from time to time. In the case of the East general meeting, the extraordinary general meeting of shareholders shall be held within 2 months. If a large company is unable to convene a general meeting of shareholders within the above-mentioned time limit and should report to the meeting, the interim general meeting of shareholders shall be convened within 2 months. Inform the dispatched office of the China Securities Regulatory Commission (hereinafter referred to as “CSRC”) where the company is located and the stock exchange where the company’s shares are listed and traded (hereinafter referred to as “Stock Exchange”), explain the reasons and make an announcement.
New article 5 when convening the general meeting of shareholders, the company shall hire a lawyer to issue legal opinions on the following issues and make a public announcement:
(I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid; (IV) legal opinions on other relevant issues at the request of the company.
Article 6 the general meeting of shareholders is the power organ of the company. It exercises the following functions according to law. Article 5 the general meeting of shareholders is the highest power organ of the company. powers:
Article 6 the general meeting of shareholders shall exercise 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; (II) elect and replace directors and supervisors not held by employee representatives, (II) elect and replace directors and supervisors not held by employee representatives, and decide on matters related to the remuneration of directors and supervisors;
Decide on the remuneration of directors and supervisors; (III) review and approve the report of the board of directors;
(III) review and approve the report of the board of directors; (IV) review and approve the report of the board of supervisors;
(IV) review and approve the report of the board of supervisors; (V) review and approve the company’s annual financial budget plan and final account plan; (V) review and approve the company’s annual financial budget plan and final account plan; (VI) review and approve the company’s profit distribution plan and loss recovery plan (VI) review and approve the company’s profit distribution plan and loss recovery plan; Case;
(VII) make resolutions on the increase or decrease of the company’s registered capital; (VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) make resolutions on the issuance of corporate bonds; (VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of the company (IX) make resolutions on the merger, division, dissolution, liquidation or change of the company form; Make resolutions in the form of;
(x) amend the articles of Association; (x) amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company; （11） Make resolutions on the employment and dismissal of accounting firms by the company; （12） Deliberating and approving the Guarantees specified in Article 41 of the articles of Association (12) deliberating and approving the Guarantees specified in Article 41;
Item; （13） Review the purchase and sale of major assets by the company within one year in excess of (13) review the purchase and sale of major assets by the company within one year in excess of 30% of the latest audited total assets of the company;
30% of the total audited assets of the company in the latest period; （14） Review and approve major related party transactions;
（14） Review and approve major related party transactions; （15） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan; （16） Review the equity incentive plan and employee stock ownership plan;
（16） Review laws, administrative regulations, departmental rules or the articles of Association (17) review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
Other matters that shall be decided by the general meeting of shareholders.
Article 11 Where the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, the board of supervisors or shareholders shall notify the board of directors in writing and the CSRC where the company is located. They shall notify the board of directors in writing and file with the stock exchange at the same time.
For the record of institutions and stock exchanges. Before the announcement of the resolution of the general meeting of shareholders, the proportion of shares held by the shareholders of ordinary shares (including the shareholders of preferred shares whose voting rights have been restored) shall not be less than 10%.
The shareholding ratio of the preferred shareholders whose rights have been restored shall not be less than 10%. The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders. The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and Issuing the announcement of the resolution of the general meeting of shareholders. Material.
Article 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, Article 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, the board of directors and the Secretary of the board of directors shall cooperate. The board of directors shall provide equity information, and the board of directors and the Secretary of the board of directors shall cooperate. The board of directors shall provide the register of shareholders on the registration date of the names of shareholders. If the board of directors fails to provide the register of shareholders, the register of shareholders shall be convened. A shareholder may apply to the securities registration and clearing institution for the relevant announcement of convening the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 18 the appointment of an accounting firm by the company must be decided by the general meeting of shareholders. Article 18 the appointment of an accounting firm by the company must be decided by the general meeting of shareholders, and the board of directors shall not appoint an accounting firm before the decision of the general meeting of shareholders. The board of directors shall not appoint an accounting firm 10 days in advance when the general meeting of shareholders decides to dismiss or no longer renew the accounting firm. When the company dismisses or no longer renews the accounting firm, it shall notify the accounting firm 30 days in advance. The general meeting of shareholders of the company shall notify the accounting firm days in advance of the dismissal of the accounting firm. When the general meeting of shareholders of the company votes on the dismissal of the accounting firm, the accounting firm is allowed to state its opinions. When the accounting firm votes, the accounting firm is allowed to state its opinions.
Article 22 the notice of the general meeting of shareholders shall include the following contents: Article 22 the notice of the general meeting of shareholders shall include the following contents:
（1） Date, place and duration of the meeting; （1） Date, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration; （2） Matters and proposals submitted to the meeting for consideration;
(III) in obvious words: all shareholders have the right to attend the general meeting of shareholders. (III) in obvious words: all shareholders have the right to attend the general meeting of shareholders, and can entrust an agent in writing to attend the meeting and vote. The agent of shareholders need not be a shareholder of the company; The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders; (IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
（5） Name and telephone number of permanent contact person for conference affairs. If the general meeting of shareholders adopts the network mode, the notice shall clearly indicate the name and telephone number of the permanent contact person of the network party (5) for meeting affairs;
Voting time and voting procedure of the. (VI) voting time and procedures by network or other means.
The start time of online voting at the general meeting of shareholders shall not be earlier than the start time of online or other voting at the on-site general meeting of shareholders, not later than 3:00 p.m. of the day before the convening of the meeting, not later than 3:00 p.m. of the day before the convening of the on-site general meeting of shareholders, and not later than 9:30 a.m. of the day when the on-site general meeting of shareholders is held, and its end time shall not be earlier than 9:30 a.m. of the day when the on-site general meeting of shareholders is held, The ending time is not 3:00 p.m. on the same day. It must be earlier than 3:00 p.m. on the day when the on-site shareholders’ meeting ends.
The interval between the equity registration date and the meeting date shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed. Working days. Once the equity registration date is confirmed, it shall not be changed.
Article 23 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons. The proposals listed in the notice of the general meeting of shareholders shall not be postponed or cancelled, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall cancel the meeting at the time of cancellation. In case of delay or cancellation, the convener shall explain the reasons at least 2 working days before the original date. Announce and explain the reasons at least 2 working days before the originally scheduled date.
Article 35 When a shareholder is related to the matters to be considered at the general meeting of shareholders, he shall withdraw from voting and
