Chacha Food Company Limited(002557)
Comparison table of amendments to the articles of Association
Articles of association revised from the original articles of Association
Article 12 business purpose of the company: to create high-quality and delicious food for customers Article 12 business purpose of the company: with the mission of “making delicious nuts and products, based on the field of snack food, focusing on the nut speculation industry and sharing happy moments”, focusing on the field of nut snack food, promoting the development of nut speculation industry by relying on technological innovation and modern management methods, focusing on the nut speculation industry, Relying on the management of technological innovation and modernization, promote the development of enterprises at the same time, contribute to the society and create benefits for shareholders. Methods to promote the development of nut speculation industry, promote the development of enterprises, contribute to the society and create benefits for shareholders.
Article 13 the business scope of the company is: licensed items: food production Article 13 the business scope of the company is: food production; Food additive production; Food additive production; Food sales; Food Internet marketing; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing Shenzhen Agricultural Products Group Co.Ltd(000061) ‘s production, sales, processing and transportation; Import and export of crop seeds; Import and export of forest seeds (transportation, storage and other related services according to law); food business (only pre packaged food is sold); For projects subject to approval, food business (selling bulk food) can be carried out only after approval by relevant departments; Food business; Unprocessed nuts, camping activities). General items: edible Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing; Sales of agricultural dried fruits; Food Internet sales; Internet sales of food (production, sales, processing, transportation, storage of pre packaged products and other related packaged food); Sales of food additives; Import and export of crop seeds; Primary agricultural services; Food sales (only pre packaged food); Purchase of products without processing; Import and export of forest seeds; Import and export agency; Import and export of goods; Sales of nuts and dried fruits; Food Internet sales (only selling technology import and export; non residential real estate leasing; Housing leasing; vending machine prepackaged food); Sales of food additives; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) sales. (items subject to approval according to law can only be purchased after being approved by relevant departments; import and export agency; import and export of goods; import and export of technology; non exhibition business activities. The specific business items shall be subject to the approval documents or licenses of relevant departments; residential real estate leasing; housing leasing; vending machine sales (excluding parts). In addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations.
Article 23 the company may purchase its own shares in accordance with the law and administrative law under the following circumstances. However, in accordance with relevant regulations, departmental rules and the articles of association, the acquisition of shares of the company is not subject to any of the following circumstances:
(I) reduce the registered capital of the company; (I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company; (II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive; (III) use shares for employee stock ownership plan or equity incentive; (IV) shareholders hold different opinions on the company’s merger and division resolution made at the general meeting of shareholders (IV) shareholders require the company to purchase its shares due to the company’s merger and division resolution made at the general meeting of shareholders; The resolution disagrees and requires the company to purchase its shares;
(V) converting shares into convertible corporate bonds issued by the company; (V) converting shares into convertible stock certificates issued by the company; Corporate bonds;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests. (VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests. Except for the above circumstances, the company will not buy or sell its shares. Article 28 the shares of the company held by the promoters shall not be transferred within 3 years from the date of establishment of the company. It shall not be transferred within 1 year from the date of establishment.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the shares of the company’s directors, supervisors, senior managers and companies under Article 29 of the company shall sell their shares of the company within six months after the purchase, or buy them again within six months after the sale, After the purchase of the acquired shares or other equity securities, 6% of the profits will be owned by the company, and the board of directors of the company will recover the income. However, if it is sold within six months or bought again within six months after the sale, and the securities company holds more than 5% of the shares due to the purchase of the remaining after-sales shares by underwriting, the proceeds will be owned by the company, and the board of directors of the company will recover it, the sale of the shares is not subject to the time limit of six months. Its income. However, unless a securities company holds more than 5% of the remaining shares held by the directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph as a result of the exclusive purchase, as well as the company’s shares owned by the CSRC, including those held by their spouses, parents and children and other circumstances stipulated by the utilization regulations.
Shares of the company held in other people’s accounts. The shares of the company or other equity securities held by directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph include those held and utilized by their spouses, parents and children
Stocks or other equity securities held in other people’s accounts.
Article 34 Where the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate the law, and the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate the administrative regulations, the shareholders have the right to request the people’s court to find them invalid. Invalidity of anti laws and administrative regulations.
Article 39 the controlling shareholders and actual controllers of the company shall not use their unrelated relationship to damage the interests of the company. Those who violate the regulations and cause losses to the company may use their affiliated relationship to damage the interests of the company. Those who violate the provisions shall be liable for compensation. If losses are caused to the company, it shall be liable for compensation.
The controlling shareholders and actual controllers of the company shall be responsible for the company and the public of the company. The controlling shareholders and actual controllers of the company shall have the obligation of good faith to the company and the social shareholders of the company. The controlling shareholder shall exercise the rights of the investor in strict accordance with the law, and the public shareholders shall have the obligation of good faith. The controlling shareholders shall strictly abide by their rights. The controlling shareholders, actual controllers and their related parties shall not use the profit sharing method to exercise the rights of investors. The controlling shareholders shall not use profit distribution, asset restructuring, foreign investment, capital occupation, loan guarantee and other means to damage the legitimate rights and interests of the company and public shareholders, It is not allowed to use its place of control to damage the legitimate rights and interests of the company and public shareholders, or to damage the interests of the company and public shareholders. It shall not use its controlling position to damage the interests of the company and the public shareholders.
Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law. Article 40 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
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（14） Review and approve major related party transactions; （14） Review and approve major related party transactions;
（15） Review the equity incentive plan; （15） Review and approve the change of the purpose of the raised funds;
（16） (16) review the equity incentive plan and employee stock ownership plan as required by laws, administrative regulations, departmental rules or the articles of Association;
Other matters to be decided by the general meeting of shareholders. （17） Review other matters that should be decided by the shareholders’ meeting according to laws, administrative regulations, departmental rules or the articles of association.
Article 41 the following external guarantees of the company shall be deliberated by the general meeting of shareholders. Article 41 the following external guarantees of the company shall be approved by the general meeting of shareholders. It was deliberated and adopted at the meeting.
(I) the total amount of external guarantees of the company and its holding subsidiaries reaches (I) any guarantee provided after the total amount of external guarantees of the company and its holding subsidiaries exceeds 50% of the latest audited net assets, and the guarantee provided after exceeding 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 audited in the latest period and exceeds 30% of the total assets audited in the latest period; Any guarantee provided after 30% of the total assets;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%; (III) if the guarantee amount of the company within one year exceeds 10% of the net assets audited in the latest period (IV) and the single guarantee amount exceeds 10% of the total assets audited in the latest period, the company shall guarantee 30% of the total assets audited;
protect; (IV) guarantee for the guarantee object with asset liability ratio exceeding 70% (V) guarantee for shareholders, actual controllers and their related parties. Guarantee;
(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.
Article 43 under any of the following circumstances, the company shall convene an extraordinary general meeting within 2 months from the date of occurrence of the fact; under any of the following circumstances, the company shall convene an extraordinary general meeting within 2 months from the date of occurrence of the fact:
(I) the number of directors is less than the number specified in the company law or (I) the number of directors specified in the articles of association is less than 5;
2 / 3 of the fixed number; Article 44 the place where the company holds the general meeting of shareholders is the place where the company is domiciled. Article 44 the place where the company holds the general meeting of shareholders is the place designated in the announcement of the meeting of the company or the board of directors. The place of residence or the place designated in the notice of the general meeting of shareholders.
The general meeting of shareholders will set up a venue and be held in the form of on-site meeting, and the venue will be set up according to the general meeting of shareholders and be held in the form of on-site meeting. In accordance with laws, administrative regulations, CSRC and the articles of association, the company will also provide online voting to facilitate shareholders’ participation in the general meeting of shareholders through safe, economic and convenient networks and other means. Shareholders who participate in the general meeting of shareholders through the above methods shall provide convenience. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present. Deemed to be present.
Article 49 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 of the decision of the board of supervisors or shareholders to convene the general meeting of shareholders on their own. At the same time, if the board of directors is notified to the dispatched office of the CSRC where the company is located, they shall notify the board of directors in writing and file with Shenzhen Stock Exchange and Shenzhen Stock Exchange at the same time. Filed by.
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% of the shareholding ratio of the convening shareholders before the announcement of the resolution of the general meeting of shareholders.
