Chacha Food Company Limited(002557)
constitution
August, 2021
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope three
Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer five
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 ten
Section IV proposal and notice of the general meeting of shareholders twelve
Section V convening of the general meeting of shareholders thirteen
Section VI voting and resolutions of the general meeting of shareholders sixteen
Chapter V board of Directors twenty-two
Section 1 Directors twenty-two
Section II board of Directors twenty-five
Chapter VI general manager and other senior managers twenty-nine
Chapter VII board of supervisors thirty-one
Section I supervisors thirty-one
Section II board of supervisors thirty-two
Chapter VIII Financial Accounting system, profit distribution and audit thirty-four
Section I financial accounting system thirty-four
Section II Internal Audit thirty-seven
Section III appointment of accounting firm thirty-seven
Chapter IX notices and announcements thirty-eight
Section I notice thirty-eight
Section II announcement thirty-nine
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-nine
Section 1 merger, division, capital increase and capital reduction thirty-nine
Section 2 dissolution and liquidation forty
Chapter XI amendment of the articles of Association forty-two
Chapter XII Supplementary Provisions forty-two
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Chacha Food Company Limited(002557) (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 (hereinafter referred to as “the securities law”) 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 (hereinafter referred to as the “company”).
The company was established in the form of overall change with the approval of the reply on Approving the transformation of Anhui Chacha Food Company Limited(002557) Co., Ltd. into a joint stock limited company (SZP [2008] No. 611) issued by the Ministry of Commerce of the people’s Republic of China; Registered with Anhui market supervision and Administration Bureau and obtained the business license of enterprise legal person. Unified social credit Code: 9134000073 Hunan Yujing Machinery Co.Ltd(002943) 81.
Article 3 with the approval of China Securities Regulatory Commission on February 9, 2011, the company issued 50 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on March 2, 2011.
Article 4 Chinese name of the company: Chacha Food Company Limited(002557) ;
English Name: Chacha Food Co., Ltd
Article 5 domicile of the company: Lianhua Road, Hefei Economic and Technological Development Zone.
Article 6 the registered capital of the company is 507 million 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 document regulating the organization and behavior of the company, the rights and obligations between the company and shareholders, and between shareholders and shareholders, and a legally binding document for the company, shareholders, directors, supervisors and 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.
In accordance with the provisions of the company law, the company establishes an organization of the Communist Party of China (hereinafter referred to as “party organization”) to carry out party activities. The company shall provide necessary conditions for the activities of the party organization and ensure the working funds and activity sites of the party organization.
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 and the person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: with the mission of making delicious nuts and sharing happy moments, focus on the field of nut snack food, focus on the nut speculation industry, rely on technological innovation and modern management 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; Food additive production; Food sales; Food Internet sales; Import and export of crop seeds; Import and export of forest seeds (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). General items: edible Shenzhen Agricultural Products Group Co.Ltd(000061) primary processing Shenzhen Agricultural Products Group Co.Ltd(000061) ‘s production, sales, processing, transportation, storage and other related services; Food sales (only pre packaged food); Sale of unprocessed nuts and dried fruits; Internet sales of food (only pre packaged food); Sales of food additives; Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Import and export agency; Import and export of goods; Technology import and export; Non residential real estate leasing; Housing lease; Vending machine sales (in addition to licensing business, you can independently operate items not prohibited or restricted by laws and regulations).
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 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 16 the par value of the shares issued by the company shall be indicated in RMB.
Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 18 the promoters of the company are Hefei Huatai Group Co., Ltd., Asia Huahai Trading Co., Ltd. and Hefei Huayuan Investment Management Co., Ltd. Hefei Huatai Group Co., Ltd. holds 97.5 million shares, which are domestic legal person shares; Asia Huahai Trading Co., Ltd. holds 37.5 million shares, and the type of shares is overseas legal person shares; Hefei Huayuan Investment Management Co., Ltd. holds 15 million shares, which are domestic legal person shares. The promoters take the net assets corresponding to the equity of the original Anhui Chacha Food Company Limited(002557) Co., Ltd. held by them as their capital contribution to the company, and the experience capital has been paid in full.
Article 19 the total number of shares of the company is 507000000, and the capital structure of the company is 507000000 ordinary shares.
Article 20 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 21 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 prescribed by laws, administrative regulations and approved by the competent securities authority under the State Council.
Article 22 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 23 the company shall not purchase its own shares. However, one of the following circumstances shall be excluded:
(I) reduce the registered capital of the company;
(II) merger with other companies holding shares of the company;
(III) use shares for employee stock ownership plan or equity incentive;
(IV) if the shareholders’ meeting requests the company to be divided, they have objections to the company’s share acquisition;
(V) use shares to convert corporate bonds issued by the company that can be converted into shares;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 24 the company may purchase its own shares through public centralized trading or other methods approved by laws and regulations and the CSRC.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of Article 23 of the articles of association, it shall be subject to the resolution of the general meeting of shareholders; If the company purchases the shares of the company due to the circumstances specified in items (III), (V) and (VI) of Article 23 of the articles of association, the resolution of the board meeting attended by more than two-thirds of the directors shall be adopted.
After the company purchases the shares of the company in accordance with Article 23 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. Where the company purchases its own shares due to the circumstances specified in items (III), (V) and (VI) of Article 23, it shall be carried out through public centralized trading.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
After the listing of the shares is terminated, the company’s shares will enter the agency share transfer system to continue trading.
The provisions of the company’s articles of association in the preceding paragraph shall not be amended.
Article 27 the company does not accept the shares of the company as the subject matter of the pledge.
Article 28 the shares of the company held by the promoters shall not be transferred within 1 year from the date of establishment of the company.
The directors, supervisors and senior managers of the company shall report to the company the shares of the company they hold and their changes. During their tenure, the shares transferred each year shall not exceed 25% of the total shares of the company they hold; The shares held by the company shall not be transferred within 1 year from the date of listing and trading of the company’s shares. The above-mentioned personnel shall not transfer their shares of the company within half a year after their resignation. The above-mentioned persons shall sell the company’s shares through the stock exchange within 12 months after the declaration of leaving office. The proportion of the number of shares they hold in the total number of shares of the company shall not exceed 50%.
If the shares held by the directors, supervisors and senior managers of the above-mentioned company do not exceed 1000 shares, they may be transferred at one time without the restriction of the transfer proportion in the preceding paragraph.
Article 29 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell the company’s shares or other equity securities within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, securities companies that hold more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, as well as other circumstances stipulated by the CSRC.
The company’s shares or other equity securities held by directors, supervisors, senior managers and natural person shareholders mentioned in the preceding paragraph include shares or other equity securities held by their spouses, parents and children and held in other people’s accounts.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the shareholders have the right to require the board of directors to implement it within 30 days. If the board of directors of the company fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit to the people’s court in their own name for the benefit of the company.
If the board of directors of the company fails to implement the provisions of paragraph 1, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 30 the company shall establish a register of shareholders based on the certificates provided by the securities registration authority. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
Article 31 when the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 32 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request and convene according to law
