constitution
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares Section 1 issue of shares Section II increase, decrease and repurchase of shares Section 3 share transfer Chapter IV shareholders and general meeting of shareholders Section 1 shareholders Section II general provisions of the general meeting of shareholders Section III convening of the general meeting of shareholders Section IV proposals and notices of the general meeting of shareholders Section V convening of the general meeting of shareholders Section VI voting and resolutions of the general meeting of shareholders 19 Chapter V board of Directors Section 1 Directors Section II board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors Section 1 supervisors Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit Section I financial accounting system Section II Internal Audit Section III appointment of accounting firm 37 Chapter IX notices and announcements 37 section I notice 37 section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation Section 1 merger, division, capital increase and capital reduction Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 41 Chapter XII Supplementary Provisions forty-two
Beingmate Co.Ltd(002570) articles of Association
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Beingmate Co.Ltd(002570) (hereinafter referred to as “the company”), shareholders and creditors and standardize the organization and behavior of the company, these 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, the guidelines for the articles of association of listed companies 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. The company was approved by the Securities Commission of Zhejiang Provincial People’s Government on December 16, 1998 and March 25, 1999 respectively with the reply on agreeing to establish Zhejiang Beingmate Co.Ltd(002570) science, industry and Trade Co., Ltd. [1998] No. 144 and the letter on confirming the total share capital and share capital composition of Zhejiang Beingmate Co.Ltd(002570) science, industry and Trade Co., Ltd. [1999] No. 1, It was established by way of sponsorship on April 27, 1999. The company is registered with Zhejiang market supervision and Administration Bureau and has obtained a business license with a unified social credit code of 91330000712560866k. Article 3 with the approval of China Securities Regulatory Commission on March 21, 2011, the company issued 43 million RMB common shares to the public for the first time, and was listed on Shenzhen Stock Exchange on April 12, 2011. With the approval of China Securities Regulatory Commission on June 4, 2021, the company issued 57523333 RMB ordinary shares to specific objects and was listed on Shenzhen Stock Exchange on November 3, 2021.
Article 4 registered name of the company: Beingmate Co.Ltd(002570)
Article 5 company domicile: Building 10, No. 1, Weiye Road, Binjiang District, Hangzhou City, Zhejiang Province; Postal Code: 310053. Article 6 the registered capital of the company is RMB 1080043333.
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, 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 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 shall be legally binding on 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 The term “other senior managers” as mentioned in the articles of association refers to the deputy general manager, the person in charge of Finance and the Secretary of the board of directors of the company.
Chapter II business purpose and scope
Article 12 the company’s business purpose is to improve China’s children’s industrial structure, improve children’s quality, help Chinese babies grow healthily, and establish the core position of Beingmate Co.Ltd(002570) brand in the mother infant ecosystem through continuous research and development, manufacturing and operation of scientific and safe infant food, children’s products, consulting and related industries, as well as providing warm, professional and friendly mother infant services, And gradually build the business and operation management system of “comprehensive operator of pregnancy, infant and child industry”, and establish sustainable enterprise competitive advantage and leading value creation ability. Develop markets outside China, promote the modernization and internationalization of China’s children’s industry, and enable all investors to obtain satisfactory economic and social benefits.
Article 13 after being registered according to law, the company’s business scope includes: technical development of children’s food and nutritional food, provision of relevant consulting services, food business (operating with license), warehousing services (excluding hazardous chemicals), self owned house leasing, health management services (excluding diagnosis and treatment), sales of daily necessities, import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
According to the needs of market changes and business development, the company may adjust its business scope in accordance with legal procedures, and the final registration shall be subject to the registration of the market supervision and administration department.
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares.
Article 15 the shares issued by the company are ordinary shares.
Article 16 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 per share shall be the same. For shares subscribed by any unit or individual, the same price shall be paid per share.
Article 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of one yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters, the number of shares subscribed and the mode of capital contribution at the time of establishment of the company are as follows:
Serial number shareholder name number of shares subscribed shareholding ratio contribution method (10000 yuan) (%)
1 Hangzhou Beingmate Co.Ltd(002570) Food Co., Ltd. 656.82 20.00 intangible assets
2 Xie Hong 1026.24 31.25 physical and other assets
3 Zeng Lintong 20.25 0.62 other assets
4 Dong Jiangang 233.50 7.11 currency and other assets
5 Wu Meijuan 41.29 1.26 other assets
6 yingzhiping 300 9.13 currency
7 Wang Yuxing 200 6.09 coins
8 Zhu Haoke 100 3.04 currency
9 Zheng Zhiqin 70 2.13 coins
10 Yang Sheng 23 0.70 coins
11 Wu Kehao 30 0.91 currency
12 Jin Zhongming 50 1.52 coins
13 Xu Cuiling 10 0.30 currency
14 Wang Jiaming 10 0.30 coins
15 Wang Xudong 50 1.52 coins
16 Zheng Yunxiang 50 1.52 coins
17 Yang Jianping 20 0.61 coins
18 national 30 0.91 coins
19 Luo Aihua 30 0.91 currency
20 Sheng Chundi 20 0.61 currency
21 Zhan Yifeng 20 0.61 coins
22 hongjiren 10 0.30 currency
23 capolin 10 0.30
24 Li Zhongying 30 0.91 currency
25 Zheng Xiuju 15 0.46 coins
26 Zhu Shuigen 6 0.18 coins
27 Shen Guodong 14 0.43 coins
28 Xu huanping 10 0.30 coins
29 Hou Xiaodong 10 0.30 coins
30 jin Peihua 10 0.30 currency
31 Chen Zili 3 0.09 currency
32 Xia Xiaoshu 10 0.30 coins
33 Cao Zhan 10 0.30 coins
Chapter 34 Iron Army 10 0.30 coins
35 Li Ying 10 0.30 currency
36 lisen 60 1.83 coins
37 Wang Huiqin 10 0.30 coins
38 Ge Jianwen 10 0.30 currency
39 Hong Qian 10 0.30 coins
40 Zhao Xi Yuan 10 0.30 currency
41 Li Zhongxiong
