China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd
constitution
January, 2002
catalogue
Chapter I General Provisions Chapter II business purpose and business scope Chapter III shares Chapter IV shareholders and general meeting of shareholders Chapter V Party Committee Chapter VI board of directors Chapter VII general manager and other senior managers Chapter VIII board of supervisors Chapter IX Financial Accounting system, profit distribution and audit 37 Chapter X notices and announcements Chapter XI merger, division, capital increase, capital reduction, dissolution and liquidation Chapter XII amendment of the articles of Association 45 Chapter XIII Supplementary Provisions forty-six
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of 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 (hereinafter referred to as the Securities Law), the articles of association of the Communist Party of China (hereinafter referred to as the party constitution) 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 (hereinafter referred to as “the company”).
The company was established with the approval of Beijing Economic System Reform Commission (jtgw [1993] No. 200); Registered with Beijing Administration for Industry and Commerce and obtained a business license with the business license number of 110000005025163.
Article 3 with the approval of China Securities Regulatory Commission on October 25, 2007, the company issued 36 million ordinary shares in RMB to the public for the first time, and was listed on Shenzhen Stock Exchange on November 20, 2007.
Article 4 Chinese name of the company: China China Quanjude(Group) Co.Ltd(002186) (Group) Co., Ltd.
English name of the company: China Quanjude (Group) Co. Ltd
Article 5 company domicile: No. 217, Xiheyan, Qianmen, Xicheng District, Beijing.
Article 6 the registered capital of the company is 308463955 yuan.
Article 7 the business term of the company is from March 28, 1997 to March 27, 2047.
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 according to the provisions of the party constitution, the company establishes the organization of the Communist Party of China. Party organizations play a leading role in guiding, managing the overall situation and ensuring implementation. Discuss and decide on major matters of the enterprise in accordance with relevant provisions. Establish Party organizations and carry out party activities.
Article 11 the company implements democratic management in accordance with the constitution of the people’s Republic of China and relevant laws. Establish trade union organizations according to law, carry out trade union activities and safeguard the legitimate rights and interests of employees. The company provides necessary activity conditions for trade union organizations.
Article 12 the company shall abide by national laws and regulations, social ethics and business ethics, perform social responsibilities, and consciously accept the supervision of government departments and the public. The company carries out the work of governing enterprises according to law, implements the responsibility of building the rule of law, and builds the company into a rule of law enterprise with perfect governance, operation compliance, standardized management, law-abiding integrity. Article 13 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, members of the Party committee (Discipline Inspection Commission), 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 14 other senior managers mentioned in the articles of association refer to the deputy general manager, Secretary of the board of directors, chief financial officer and general counsel of the company.
Chapter II business purpose and business scope
Article 15 business purpose: carry forward Chinese food culture, give play to the advantages of time-honored brands, prosper the national catering market and improve people’s healthy life. Make unremitting efforts to realize the corporate vision of becoming a food life service provider trusted and loved by more people.
Article 16 business scope: catering services; Food processing; Selling food and medical devices; Retail cigarettes (only operated by branches); General freight and special freight transportation (refrigerated and fresh-keeping) (only operated by branches); Cultural and entertainment services; plant; Raising poultry; Property management (including office rental); Sales of special equipment for food industry, department stores, daily sundries, knitwear and textiles, arts and crafts, furniture, gifts, hardware and electricity, electronic computers and external equipment, decorative materials and self-developed products; Technology development; Technical training; Technical services; Indoor and outdoor decoration; Accepting entrustment to provide labor services for enterprises and institutions; Information consultation; Import and export of goods; Technology import and export; Acting as import and export agent; Conference services; Undertake exhibition activities. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Section 1 share issuance
Article 17 the shares of the company shall be in the form of shares.
Article 18 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 19 the par value of the shares issued by the company shall be expressed in RMB, and the par value of each share shall be RMB 1. Article 20 the shares issued by the company shall be centrally deposited in Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 21 the total number of shares of the company is 308463955, all of which are ordinary shares.
Article 22 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 23 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 24 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 25 the company may purchase its shares in accordance with laws, administrative regulations, departmental rules and the articles of association under 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.
Except for the above circumstances, the company does not engage in the trading of shares of the company.
Article 26 the company may choose one of the following ways to acquire its shares:
(I) centralized bidding trading mode of stock exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
If the company purchases its shares due to the circumstances in items (III), (V) and (VI) of Article 25 of the articles of association, it shall buy them back by means of centralized bidding or offer according to law.
Article 27 the company’s acquisition of shares of the company due to items (1) and (2) of Article 25 of the articles of association shall be subject to the resolution of the general meeting of shareholders; The acquisition of the company’s shares due to items (III), (V) and (VI) of Article 25 of the articles of association may 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 Article 25, if it falls under the circumstances of item (1), it shall be cancelled within 10 days from the date of acquisition; If it falls under items (2) and (4), 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 28 the shares of the company may be transferred according to law.
Article 29 the company does not accept the company’s shares as the subject matter of the pledge.
Article 30 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 31 the company’s directors, supervisors, senior managers and shareholders holding more than 5% of the company’s shares sell their shares or other equity securities of the company within 6 months after buying them, or buy them again within 6 months after selling them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds, And timely disclose relevant information. 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.
If the board of directors of the company fails to implement the provisions of the preceding paragraph, 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, the responsible directors shall bear joint and several liabilities according to law.
Article 32 If the listing of the company’s shares is terminated, the company’s shares will enter the national share transfer system for small and medium-sized enterprises to continue trading.
The company will not make any modification to the provisions of the preceding paragraph of this article.
Chapter IV shareholders and general meeting of shareholders
Section 1 shareholders
Article 33 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 34 when the company convenes the 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 35 shareholders of the company enjoy the following rights:
(I) obtain 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) the pledge, donation or transfer of shares held in accordance with the provisions of these laws and regulations;
(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) participate in the distribution of the company’s remaining property according to its share of shares in the event of termination or liquidation of the company;
(VII) shareholders who disagree with the resolution on merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association.
Article 36 Where a shareholder requests 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, and the company shall provide it at the request of the shareholder after verifying the identity of the shareholder.
Article 37 Where 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 determine them invalid.
If the convening procedures and voting methods of the general meeting of shareholders or the board of directors violate laws, administrative regulations or the articles of association, or the contents of the resolution violate the articles of association, the shareholders have the right to request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 38 Where a director or senior manager violates the provisions of laws, administrative regulations or the articles of association when performing his duties and causes losses to the company, he shall hold the company separately or jointly for more than 180 consecutive days
