Securities code: 300973 securities abbreviation: Ligao Foods Co.Ltd(300973) Announcement No.: 2022-005
Announcement on Amending the articles of association and relevant systems
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The company held the 17th meeting of the second board of directors and the 16th meeting of the second board of supervisors on January 10, 2022, and deliberated and approved the proposals on Amending the articles of association and revising and formulating other relevant systems item by item. For details, see the company’s disclosure on cninfo.com on the same day（ http://www.cn.info.com.cn. ）For the relevant announcements of the articles of association, the revised terms and specific revised contents of the articles of association are hereby announced as follows:
1、 Reasons and basis for revision
In order to further improve the standard operation level and improve the corporate governance structure, In accordance with the latest provisions of relevant laws, regulations and normative documents such as the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the guidelines for the articles of association of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for the self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – the standardized operation of listed companies on the gem, Combined with the actual situation of the company, the articles of association and relevant systems are systematically combed and revised.
2、 Amendments to the articles of Association
The amended articles of association and specific amendments are as follows:
Before and after revision
Article 11 other senior managers mentioned in the articles of association refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company, and refer to the deputy general manager, chief financial officer and Secretary of the board of directors of the company. Executive director, R & D director and marketing director. Article 12 business purpose of the company: take “Prospering food” Article 12 business purpose of the company: take “cultivating world culture and creating a healthy life” as the corporate mission and “developing and creating delicious food and a rich and beautiful life” as the corporate mission, adhere to innovation, ensure food safety, improve customer satisfaction, and become a credit-based, harmonious symbiosis, demand-oriented Pragmatic and innovative, a popular and beloved cultural food operation group. Core values, ensure food safety, improve customer satisfaction, and become a world-class food enterprise for 500 years.
Article 29 after the listing and trading of the company’s shares, Article 29 after the listing and trading of the company’s shares, the company’s directors, supervisors, senior managers, shareholders holding more than 5% of the company’s shares, and shareholders holding more than 5% of the company’s shares, Sell the company’s stock tickets held by them within 6 months after buying, or sell them within 6 months after buying, or buy them again within 6 months after selling, and the resulting income shall belong to the company. If they are bought again within 6 months, the resulting income shall belong to the company, and the board of directors of the company shall recover the income. However, the board of directors of the company shall recover its income. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus stocks by underwriting, and the company holds more than 5% of the shares due to the purchase of after-sales surplus stocks by underwriting, the sale of the shares is not subject to the time limit of more than 6 months, and the sale of the shares is not subject to the time limit of 6 months. System.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, the directors, supervisors, senior managers and shareholders referred to in the preceding paragraph shall have the right to require the board of directors to implement it within 30 days. If the board of directors of the company, natural person shareholders or other shareholders with equity rights fails to implement within the above-mentioned period, the shareholders have the right to directly bring a lawsuit in their own name to the people’s court and the shares or other instruments held by others’ accounts for the interests of the company held by their spouses, parents and children. Securities with equity nature.
If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the responsible directors are jointly and severally liable according to law, the shareholders have the right to require the board of directors to perform within 30 days. Ren. 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Article 41 the controlling shareholder and the actual controller shall ensure the financial independence of the controlling shareholder, the actual controller and their certified companies, and shall not influence the financial independence of the company in any of the following ways:
(I) share bank accounts with the company; (I) share bank accounts with the company;
(II) deposit the company’s funds into the holding company in any way; (II) deposit the company’s funds into the accounts controlled by the controlling shareholders, actual controllers and their affiliates in any way; Accounts controlled by shareholders, actual controllers and their affiliates; (III) occupying the company’s funds; (III) occupying the company’s funds;
(IV) require the company to provide guarantee in violation of laws and regulations; (IV) require the company to provide guarantee in violation of laws and regulations; (V) incorporate the company’s financial accounting system into the controlling shares (V) incorporate the company’s financial accounting system into the management system of controlling shareholders and actual controllers, such as sharing the financial accounting system or the management system of actual controllers, such as sharing the financial accounting system or the accounting system or controlling shareholders The actual controller can directly query the company through the financial accounting system, so as to directly query the company’s operation, financial status and other information through the financial accounting system; Business and financial status;
(VI) relevant laws, administrative regulations and departmental rules (VI) provisions of relevant laws, administrative regulations, departmental rules and normative documents, provisions of other and normative documents recognized by Shenzhen Stock Exchange, and other circumstances recognized by Shenzhen Stock Exchange.
situation.
Article 42 the controlling shareholder and actual controller shall not occupy the company’s funds in any of the following ways: the associate shall not occupy the company’s funds in any of the following ways: (I) require the company to advance and bear wages; (I) require the company to advance and bear wages, welfare, insurance, advertising and other expenses Costs and other expenses; Welfare, insurance, advertising and other expenses, costs and other expenses; (II) require the company to repay its debts on its behalf; (II) require the company to repay its debts on its behalf;
(III) require the company to borrow funds for its use with compensation or free, directly or (III) require the company to borrow funds for its use with compensation or free, directly or indirectly; The borrower indirectly lends funds to it for use;
(IV) require the company to provide entrusted loans through banks or non bank financial institutions; Financial institutions provide entrusted loans to them;
(V) require the company to entrust it to carry out investment activities; (V) require the company to entrust it to carry out investment activities; (VI) require the company to issue a commercial acceptance bill without real transaction background (VI) require the company to issue a commercial acceptance bill without real transaction background; The background of commercial acceptance of bills of exchange;
(VII) require the company to provide funds in other ways without consideration for goods and services (VII) require the company to provide funds in other ways without consideration for goods and services; Otherwise provide funds to them;
(VIII) failure to repay the company’s guarantee in time (VIII) failure to repay the debts formed by the company’s guarantee liability in time; Liabilities arising from liabilities;
(IX) other (IX) situations that require the company to conduct transactions without commercial substance identified by the CSRC and Shenzhen Stock Exchange. Provide funds to it in accordance with the provisions of the;
(x) the capital occupation caused by the transaction is not solved within the specified or commitment period;
（11） Other circumstances recognized by CSRC and Shenzhen Stock Exchange.
Article 43 controlling shareholders, actual controllers and their controlling shareholders Article 43 controlling shareholders, actual controllers and other enterprises under their control shall ensure the business independence of the company, and other enterprises that may not be controlled shall ensure the business independence of the company, and shall not affect the business independence of the company in any of the following ways: the business independence of the company shall be affected in any of the following ways:
(I) horizontal competition with the company; (I) carrying out activities that have a significant adverse impact on the company; (II) requiring the company to engage in significantly unfair horizontal competition with it;
Joint stock transactions; (II) require the company to conduct obviously unfair transactions with it; (III) conduct joint transactions free of charge or on obviously unfair terms; Asking the company to provide goods, services or other assets; (III) ask the company to provide goods, services or other assets for it free of charge or under obviously unfair conditions (IV) relevant laws, administrative regulations and departmental rules; And the provisions of normative documents and other circumstances recognized by Shenzhen Stock Exchange (IV) relevant laws, administrative regulations and departmental rules. And other circumstances specified in normative documents and recognized by Shenzhen Stock Exchange.
Article 44 the controlling shareholder and the actual controller shall ensure the integrity of the assets and institutional independence of the company as certified by the controlling shareholder and the actual controller, and shall not ensure the integrity of the assets and institutional independence of the company through the following associates, It shall not affect the integrity of the company’s assets and institutional independence in any way: it may affect the integrity of the company’s assets and (I) share major machinery and equipment, plant and institutional independence with the company in any of the following ways:
Patented and non patented technologies; (I) share the main machinery, equipment and plant with the company, (II) share the patented and non patented technology of raw material procurement and product sales with the company;
Sales system; (II) share raw material procurement and product marketing with the company (III) share institutions and personnel with the company; Sales system;
(IV) share institutions and personnel with the company through (III) other than the exercise of proposal right and voting right;
(IV) restrict or impose other improper influence on the exercise of functions and powers other than proposal right and voting right by the board of directors, board of supervisors and other institutions of the company; Restrict or impose other improper influence on the exercise of (V) relevant laws, administrative regulations and departmental rules by the board of directors, the board of supervisors and other institutions of the company; And the provisions of normative documents and other circumstances recognized by Shenzhen Stock Exchange (V) relevant laws, administrative regulations and departmental rules. And other circumstances specified in normative documents and recognized by Shenzhen Stock Exchange.
Article 45 the board of directors of the company shall establish a “freeze upon occupation” mechanism for the shares of the company held by the controlling shareholders, that is, the “freeze upon occupation” mechanism for the shares of the company held by Dongdong, that is, when it is found that the controlling shareholders occupy the assets of the company, it shall immediately apply for the discovery that the controlling shareholders occupy the assets of the company, It shall immediately apply for judicial freezing of the shares of the company held by the controlling shareholder. The company’s shares held by controlling shareholders shall be subject to judicial freezing. If the controlling shareholder is unable to restore the company’s assets to the original state, or the shareholder is unable to restore the company’s assets to the original state, or pay off in cash or other ways approved by the general meeting of shareholders of the company, it shall be paid off by cashing its shares of the company. In case of repayment, it shall be repaid by realizing the shares of the company it holds.
The chairman of the company is the first responsible person of the “freeze upon occupation” mechanism. The chief financial officer and the Secretary of the board of directors assist the chairman in the “freeze upon occupation” work. The following provisions shall apply:
(I) the chief financial officer shall report to the directors in writing on the day when he finds that the controlling shareholder has misappropriated the company’s assets
