Securities code: Shanghai Hi-Road Food Technology Co.Ltd(300915) securities abbreviation: Shanghai Hi-Road Food Technology Co.Ltd(300915) Announcement No.: 2022017 Shanghai Hi-Road Food Technology Co.Ltd(300915)
Comparison table for amendment of articles of Association
Articles of association revised from the original articles of Association
Article 2 the company is a joint stock limited company established by Shanghai Hairong Food Industry Co., Ltd. in accordance with the company law and other relevant provisions. The company is a joint stock limited company established by the overall change of the company. The company is registered with Shanghai Administration for Industry and commerce, registered with Shanghai market supervision and administration, obtained a business license, unified social credit agent, obtained a business license, and unified social credit Code: 91310 Shanxi Road&Bridge Co.Ltd(000755) 021424g. Code: 91310 Shanxi Road&Bridge Co.Ltd(000755) 021424g.
Article 3 the company was approved by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") on November 12, 2020
The China Securities Regulatory Commission (hereinafter referred to as the "CSRC") approved the issuance of 15 million RMB common shares to the public for the first time. With the approval of the "CSRC"), it issued 15 million RMB common shares to the public for the first time on December 2, 2020 in Shenzhen Stock exchange and in 2020. It was listed on Shenzhen Stock Exchange on December 2, 2004.
Article 12 the company shall establish a Communist Party organization and carry out the party's non-governmental activities in accordance with the provisions of the articles of association of the Communist Party of China
Activities. The company provides necessary conditions for the activities of the party organization.
Article 13 after registration according to law, the business scope of the company Article 13 after registration according to law, the business scope of the company: engaged in the technical development in the professional field of food science and technology; engaged in the technical development in the professional field of food science and technology
Hair, technology transfer, technical consultation, technical service, hair, technology transfer, technical consultation, technical service, food production, food sales, food additives, food production, food sales, food additives, food machinery and equipment, daily necessities, packaging products, food machinery and equipment, daily necessities, packaging products, kitchen supplies, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , catering kitchen supplies, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , Catering services, exhibition services, engaged in goods and technology services, exhibition services, engaged in the import and export business of goods and technology. [import and export business of technology subject to approval according to law, non residential real estate leasing. Projects subject to approval according to law can be carried out only after approval by relevant departments
Business activities can only be carried out after approval]
Article 23 the company shall not purchase its own shares. However, except under any of the following circumstances: Article 24 the company shall not purchase... Shares of the company. However, except for one of the following circumstances: (VI) the company in order to maintain the company's value and shareholders' rights
Necessary for profit. (VI) in order to maintain the company's value and shareholders' rights, the company shall not acquire the interests of the company except under the above circumstances. shares. Article 24 the company may purchase its own shares. Article 25 the company may purchase its own shares through public centralized trading, or through public centralized trading, or in other ways recognized by laws and regulations and the CSRC, or in accordance with laws, administrative laws and regulations and the CSRC. He did it in a different way.
If the company purchases its shares due to the circumstances specified in paragraph 1 of Article 23 of the articles of association, and the company purchases its shares due to the circumstances specified in paragraphs (III), (V), (VI) (III), (V) and (VI) of paragraph 1 of Article 24 of the articles of association, it shall purchase its shares through public centralized trading. Through open centralized trading.
Article 25 If the company purchases its shares under the circumstances specified in Article 23, paragraph 1 (I) and (II) of Article 24 and paragraph 1 (I) and (II) of Article 24 of the articles of association, the purchase of its shares under the specified circumstances shall be subject to the resolution of the general meeting of shareholders; The company adopts the resolution of the second general meeting of shareholders in accordance with the articles of Association; If the company purchases the shares of the company in accordance with the circumstances specified in Article 23, paragraph 1, item (III), (V) and (VI), Article 23, paragraph 1, item (III), (V) and (VI) of the articles of association, it may purchase the shares of the company in accordance with the provisions of the articles of association or the company's shares. If the shares of the company are purchased in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting, it may be authorized by more than two-thirds of the shareholders' meeting in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting, Resolutions of the board meeting attended by more than two-thirds of the directors. Resolutions of board meetings attended by directors.
In accordance with paragraph 1 of Article 23 of the articles of association, 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 item (I) after purchasing the shares of the company in accordance with paragraph 1 of Article 24 of the articles of Association, it shall be cancelled within 10 days from the date of acquisition; if it belongs to item (I), it shall be cancelled within 10 days from the date of acquisition; Cancellation of items (II) and (IV); In the case of items (II) and (IV), it shall be transferred or cancelled within 6 months; in the case of circumstances, it shall be transferred or cancelled within 6 months; Belonging to item (III), (V) and cancellation; In the case of item (III), (V) and (VI), and in the case of item (VI) jointly held by the company, the total number of shares held by the company shall not exceed 10% of the total issued shares of the company, and shall transfer 10% of the total issued shares within three years, and shall be transferred or cancelled within three years. Let or log off.
Article 29 directors, supervisors and senior managers of the company Article 30 directors, supervisors and senior managers of the company, persons holding more than 5% of the shares of the company and shareholders holding more than 5% of the shares of the company, East, Sell the stocks of the company or other stocks of the company or other securities with equity nature held by them within 6 months after the purchase, sell the securities with equity nature within 6 months after the purchase, or buy them again within 6 months after the sale, or buy them again within 6 months after the sale. The income from this shall belong to the company, and the income from this shall belong to the company, The board of directors of the company will recover its income.
However, the board of directors will recover its income. However, if a securities company purchases after-sales surplus stocks due to underwriting and a securities company holds more than 5% of the shares due to purchasing after-sales surplus stocks due to underwriting, the sale of the shares is not subject to the time limit of more than 5% of the shares and the six-month time limit of the CSRC. Except for other circumstances specified.
The directors, supervisors, senior managers referred to in the preceding paragraph, the shares held by the directors, supervisors, senior managers and natural person shareholders referred to in the preceding paragraph or other shares held by natural person shareholders or other equity securities, including their spouses, parents and equity securities, including their spouses, parents Shares held by children or by using other people's accounts, shares held by children or by using other people's accounts or other equity securities. Notes or other securities with the nature of equity. If the board of directors of the company fails to comply with the provisions of the preceding paragraph, the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, and the controlling shareholder has the right to require the board of directors to perform within 30 days. If yes, the shareholders have the right to require the board of directors to implement within 30 days. If the board of directors of the company fails to implement within the above period, it shall implement. If the board of directors of the company fails to meet the above-mentioned time limit, the shareholders have the right to act in their own name for the benefit of the company, and the shareholders have the right to directly bring a lawsuit to the people's court for the benefit of the company. Bring a lawsuit directly to the people's court in his own name. If the board of directors of the company fails to comply with the provisions of paragraph 1 of this article, the responsible directors shall be jointly and severally liable according to law, and the responsible directors shall be re elected according to law. Take responsibility.
Article 40 the general meeting of shareholders is the power of the company Article 41 the general meeting of shareholders is the power of the company
The organization shall exercise the following functions and powers according to law: the organization shall exercise the following functions and powers according to law:
…… ……
（12） (12) to examine and approve the guarantee matters specified in Article 42; Guarantee matters;
（13） (13) to examine and approve the transactions in articles 43 and 40; 4. The transactions specified in Article 4;
…… ……
（16） Review and approve the equity incentive plan; （16） Review and approve the equity incentive plan and employee stock ownership plan;
……
Article 42 the following external guarantees of the company must be deliberated and approved by the general meeting of shareholders:
……
Article 41 the following external guarantees of the company:,
(IV) if the company's guarantee amount exceeds that of the company within one year, it must be deliberated and approved by the general meeting of shareholders:
30% of the latest audited total assets of the company
(IV) the guaranteed amount has exceeded within 12 consecutive months
(V) the total amount of external guarantees of the company exceeds 30% of the latest audited total assets of the company; Thirty percent of the total assets audited in the recent period exceeds (V) the guaranteed amount within 12 consecutive months
Any guarantee provided after;
50% of the latest audited net assets of the company, and (VI) the guarantee amount exceeds the absolute amount of more than 50 million yuan within 12 consecutive months; (VI) 50% of the latest audited net assets of shareholders, actual controllers and their affiliated companies and the absolute amount exceeds 50 million yuan;
The guarantee provided by the;
(VII) shareholders, actual controllers and their affiliates (VII) laws, administrative regulations and Shenzhen Securities Exchange
The guarantee provided by the party;
Other guarantees stipulated by the exchange or the articles of association
(VIII) laws, administrative regulations and Shenzhen Securities Exchange.
Other guarantees stipulated by the exchange or the articles of Association
Shape.
……
The general meeting of shareholders and the board of directors violated the examination and approval of external guarantees
The company will investigate the legal liability of relevant personnel in accordance with relevant laws and regulations in case of any loss caused to the company due to authority and review procedures.
Article 43 company transactions (cash gifts) Article 42 company transactions (cash gifts)
Gold assets (excluding gold assets) that meet one of the following standards, gold assets (excluding gold assets) that meet one of the following standards,
It shall be submitted to the general meeting of shareholders for deliberation:
It shall be submitted to the general meeting of shareholders for deliberation:
……
……
The above "transaction" includes the following matters
