Juneyao Grand Healthy Drinks Co.Ltd(605388)
constitution
2002
Juneyao Grand Healthy Drinks Co.Ltd(605388)
constitution
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares three
Section 1 share issuance three
Section II increase, decrease and repurchase of shares four
Section III share transfer Chapter IV shareholders and general meeting of shareholders seven
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders thirteen
Section IV proposal and notice of the general meeting of shareholders fifteen
Section V convening of the general meeting of shareholders sixteen
Section VI voting and resolutions of the general meeting of shareholders 20 Chapter V board of Directors twenty-five
Section 1 Directors twenty-five
Section II board of Directors twenty-eight
Section III Secretary of the board of Directors Chapter VI general manager and other senior managers Chapter VII board of supervisors thirty-seven
Section I supervisors thirty-seven
Section II board of supervisors 38 Chapter VIII Financial Accounting system, profit distribution and audit forty
Section I financial accounting system forty
Section 2 profit distribution forty
Section III internal audit forty-three
Section IV appointment of accounting firm Chapter IX notices and announcements forty-four
Section I notice forty-four
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation forty-five
Section 1 merger, division, capital increase and capital reduction forty-five
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 48 Chapter XII Supplementary Provisions forty-nine
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Juneyao Grand Healthy Drinks Co.Ltd(605388) (hereinafter referred to as the “company”), shareholders and creditors, and standardize the organization and behavior of the company, the Juneyao Grand Healthy Drinks Co.Ltd(605388) articles of Association (hereinafter referred to as the “articles of association”) is 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 by Junyao group Dairy Co., Ltd. in accordance with the company law and other relevant provisions. The company was registered with Yichang market supervision and Administration Bureau and obtained the business license with unified social credit code of 914205007146625835.
Article 3 with the approval of China Securities Regulatory Commission (hereinafter referred to as “CSRC”) on July 24, 2020, the company issued 70 million RMB ordinary shares to the public for the first time, and was listed on the main board of Shanghai Stock Exchange on August 18, 2020.
Article 4 registered Chinese name of the company: Juneyao Grand Healthy Drinks Co.Ltd(605388)
English Name: Juneyao grand health drinks Co., Ltd
Article 5 company domicile: No. 257, Yixing Avenue, Yiling District, Yichang city;
Postal Code: 443100.
Article 6 the registered capital of the company is RMB 430 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 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.
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 chief financial officer of the company.
Article 12 the company shall establish a Communist Party organization and carry out party activities in accordance with the provisions of the articles of association of the Communist Party of China. The company provides necessary conditions for the activities of the party organization.
Chapter II business purpose and scope
Article 13 business purpose of the company: focus on the health beverage industry, build a century old brand, and explore to become the leader of health drinks in China. Provide satisfactory services for customers, seek lasting well-being for employees, create maximum value for shareholders and fulfill more responsibilities for the society.
Article 14 after being registered according to law, the business scope of the company: dairy products production (liquid milk: pasteurized milk, sterilized milk and sour milk); Production of beverages (protein drinks and other beverages); Production of plastic containers for food; Wholesale and retail of prepackaged food (including dairy products) (the above business scope shall be operated according to the approved contents of the license or approval document, and shall not be operated without relevant valid license or approval document).
Chapter III shares
Section 1 share issuance
Article 15 the shares of the company shall be in the form of 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 kind 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 17 the par value of the shares issued by the company shall be indicated in RMB, with a par value of 1 yuan per share.
Article 18 the shares issued by the company shall be centrally deposited in Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 19 the names of the promoters of the company, the number of shares subscribed, the method and time of capital contribution are as follows: Junyao Group Co., Ltd. holds 32.5 million shares, accounting for 65% of the total shares of the company; Wang Junyao holds 7.5 million shares, accounting for 15% of the total shares of the company; Wang junjin holds 4.5 million shares, accounting for 9% of the total shares of the company; Wang Junhao holds 3 million shares, accounting for 6% of the total shares of the company; Yichang Huasheng Industrial Co., Ltd. holds 2.5 million shares, accounting for 5% of the total shares of the company.
The way of capital contribution of the sponsors is net asset contribution, and the time of capital contribution is November 10, 2000.
Article 20 the total number of shares of the company is 430 million, all of which are ordinary shares in RMB.
Article 21 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 22 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 23 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 24 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) converting shares into convertible corporate bonds issued by listed companies;
(VI) it is necessary for a listed company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
Article 26 the company’s acquisition of shares of the company due to items (I) and (II) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. If the company purchases its shares due to the circumstances specified in items (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it may adopt a resolution at the meeting of the board of directors attended by more than two-thirds of the directors in accordance with the provisions of the articles of association or the authorization of the general meeting of shareholders.
After the company purchases the shares of the company in accordance with paragraph 1 of Article 24 of the articles of association, if it belongs to the situation in 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 27 the shares of the company may be transferred according to law.
Article 28 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 total number of shares held by the directors and supervisors of the company and the change of their holding of shares in the company shall not exceed 25% each year; 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 30 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 income from this shall belong to the company, and the board of directors of the company will recover its income. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, as well as other circumstances stipulated by the CSRC.
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.
If the board of directors of the company fails to implement the provisions of paragraph 1 of this article, 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 of this article, the responsible directors shall bear joint and several liabilities according to law.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 31 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 32 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 33 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, convene, preside over, attend or appoint shareholders’ agents to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated in laws, administrative regulations, departmental rules and the articles of association.
Article 34 Where a shareholder proposes to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 35 If the contents of the resolutions of the general meeting of shareholders and the board of directors of the company violate laws and administrative regulations, the shareholders have the right to request the people’s court to find them invalid.
