constitution
Guangzhou, Guangdong
January 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares three
Section 1 issuance of shares three
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 seven
Section II general provisions of the general meeting of shareholders eleven
Section III convening of the general meeting of shareholders fifteen
Section IV proposal and notice of the general meeting of shareholders seventeen
Section V convening of the general meeting of shareholders nineteen
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of Directors twenty-seven
Section 1 Directors twenty-seven
Section II board of Directors Chapter VI general manager and other senior managers 37 Chapter VII board of supervisors thirty-eight
Section I supervisors thirty-eight
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit forty-one
Section I financial accounting system forty-one
Section II Internal Audit forty-five
Section III appointment of accounting firm Chapter IX notices and announcements forty-six
Section I notice forty-six
Section 2 Announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-seven
Section 1 merger, division, capital increase and capital reduction forty-seven
Section 2 dissolution and liquidation 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 Ligao Foods Co.Ltd(300973) (hereinafter referred to as “the company” or “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 articles of association are formulated in accordance with the securities law of the people’s Republic of China, the standards for the governance of listed companies, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock exchange and other relevant laws, regulations, rules and normative documents, and in combination with the actual situation of the company.
Article 2 the company is a joint stock limited company established in accordance with the company law and other relevant provisions.
The company was initiated and established by Guangdong Ligao Foods Co.Ltd(300973) Co., Ltd. in the form of overall change according to law, registered with Guangzhou Administration for Industry and commerce, obtained a business license, and the unified social credit code is 91440183721959625p.
Article 3 on February 9, 2021, the company issued 42340000 RMB common shares to the public for the first time with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) in the reply on Approving the registration of Ligao Foods Co.Ltd(300973) initial public offering (zjxk [2021] No. 489), It was listed on Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on April 15, 2021.
Article 4 registered name of the company: Ligao Foods Co.Ltd(300973) .
English name of the company: Ligao Foods Co., Ltd
Article 5 domicile of the company: Pingling Industrial Zone, Shitan Town Industrial Park, Zengcheng, Guangzhou.
Business address: No. 1-7, floor 5, No. 563, Yuncheng East Road, Baiyun District, Guangzhou, and floors 4, 5 and 6, building 2, No. 318, Guangyuan Middle Road, Baiyun District, Guangzhou.
Postal Code: 511330.
Article 6 the registered capital of the company is RMB 169.34 million.
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 their subscribed shares, and the company shall be liable for the company’s debts 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.
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.
Chapter II business purpose and business scope
Article 12 the company’s business purpose is to take “cultivating world food, rich and beautiful life” as the corporate mission, adhere to the core values of faith-based, harmonious symbiosis, demand orientation, pragmatism and innovation, ensure food safety, improve customer satisfaction, and become a world-class food enterprise for 500 years.
Article 13 after being registered according to law, The business scope of the company is: “candy and chocolate manufacturing; edible vegetable oil processing; fruit and vegetable juice and fruit and vegetable juice beverage manufacturing; other condiments and fermented products manufacturing; biscuits and other baked foods manufacturing (excluding on-site manufacturing and sales) ； Fruit and nut processing; Quick frozen food manufacturing; Production of ready mixed powder; Other wine manufacturing; Food additive manufacturing; Wholesale of prepackaged food; Retail of prepackaged food; Special transportation of goods (refrigeration and preservation); Road freight transportation; Special transportation of goods (container); Import and export of goods (excluding exclusively controlled commodities); Purchase of agricultural and sideline products; Shenzhen Agricultural Products Group Co.Ltd(000061) preliminary processing service; Sell the products produced by the company (except for the items prohibited by national laws and regulations; the products involving licensed operation can be operated only after obtaining the license); Wholesale of food additives; Retail of food additives; Enterprise management consulting services. Dairy manufacturing; Baking food manufacturing (on-site manufacturing and sales); Pastry and bread manufacturing (excluding on-site manufacturing and sales); Retail of pastries and bread; Bulk food retail; Production and sale of hot and cold drinks; Dessert production and sale. “
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; For the shares subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB, and the par value of each share shall be RMB 1. Article 17 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation Limited (hereinafter referred to as “Securities Depository and clearing institution”).
Article 18 there are 9 promoters of the company. These promoters take the audited net assets corresponding to the equity of Guangdong Ligao Foods Co.Ltd(300973) Co., Ltd. held by them as the capital contribution as of July 31, 2017, and establish the company in the way of initiating the establishment. The capital contribution of each promoter has been fully paid at the time of the establishment of the company. The name, number of shares subscribed and shareholding ratio of each promoter are as follows:
No. name of initiator number of shares subscribed (10000 shares) shareholding ratio (%)
1 Peng Yuhui 1834.65 20.385
2 Zhao key 1698.75 18.875
3 Bai Baokun 1630.80 18.120
4 Zhao Songtao 1223.10 13.590
5 Chen Hejun 855.00 9.500
6 Ning zongfeng 630.00 7.000
7 Xinguang 585.00 6.500
8 Peng Yongcheng 407.70 4.530
90000 Jian 135.00 1.500
Total 9000.00 100.000
Article 19 the total number of shares of the company is 169.34 million, all of which are ordinary shares. The company may issue ordinary shares and preferred shares in accordance with the law.
Article 20 the company or its subsidiaries (including its subsidiaries) shall not provide any assistance to the persons who purchase or intend to purchase the company’s shares 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 CSRC.
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 specified in the articles of association.
Article 23 the company shall not purchase its own shares. However, except for one of the following circumstances: (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) 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;
(V) use the shares to convert the company’s bonds that can be converted into shares issued by the company;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Except for the above circumstances, the company shall not acquire the shares of the company.
Article 24 Where the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be carried out through public centralized trading.
Article 25 Where the company purchases its shares due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of association, it shall be resolved by the general meeting of shareholders; If the company purchases its shares under the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 23 of the articles of association, it shall be resolved at the meeting of the board of directors attended by more than two-thirds of the directors.
After the company purchases the shares of the company in accordance with paragraph 1 of 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 6 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 3 years.
Section 3 share transfer
Article 26 the shares of the company may be transferred according to law.
Article 27 the company does not accept the company’s shares 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 shares issued before the company’s public offering of shares shall not be transferred within one year from the date when the company’s shares are listed and traded on the stock exchange.
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.
Article 29 after the company’s shares are listed and traded, the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares of the company within 6 months after they buy them, or buy them again within 6 months after they sell them. The income from this shall belong to the company, and the board of directors of the company shall recover their income. However, if a securities company holds more than 5% of the shares due to the exclusive sale of the remaining after-sales shares, the sale of the shares is not subject to the six-month time limit.
The term “shares or other securities with equity nature held by directors, supervisors, senior managers and natural person shareholders” as mentioned in the preceding paragraph includes shares or other securities with equity nature held by their spouses, parents and children and by using other people’s accounts
