Fortune Ng Fung Food (Hebei) Co.Ltd(600965) articles of Association
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares
Section 1 share issuance
Section II increase, decrease and repurchase of shares
Section III 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 proposal and notice of shareholders’ meeting
Section V convening of the general meeting of shareholders
Section VI voting and resolutions of the general meeting of shareholders Chapter V board of directors
Section 1 directors
Section II board of directors Chapter VI managers and other senior managers Chapter VII board of supervisors
Section I 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 firms
Chapter IX notice and announcement
Section I notice
Section 2 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
Chapter XII supplementary provisions
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, the 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) 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 is approved by the reply on approving Hebei Sanhe Wufeng Fucheng Food Co., Ltd. to be changed into a foreign-invested joint stock limited company [2001] Wai Jing Mao Zi Yi Han Zi No. 92 of the former Ministry of foreign trade and economic cooperation, and all shareholders of the former Sanhe Wufeng Fucheng Food Co., Ltd. (Sino foreign joint venture, hereinafter referred to as “the joint venture”) are the sponsors, The joint venture company shall be established in the form of overall restructuring into a joint stock limited company; According to the reply on approving Fortune Ng Fung Food (Hebei) Co.Ltd(600965) cancellation of the approval certificate (jswfpz [2012] No. 75) issued by Hebei Provincial Department of Commerce, the company type is changed from a foreign-invested joint stock company to a joint stock limited company. Article 3 with the approval of China Securities Regulatory Commission on June 21, 2004, the company issued 80 million RMB common shares to the public for the first time, and was listed on Shanghai Stock Exchange on July 13, 2004.
Article 4 registered name of the company: Fortune Ng Fung Food (Hebei) Co.Ltd(600965)
Full English Name: fortunengfungfood (Hebei) Co., Ltd
Article 5 company domicile: East of Gaomiao village and north of Zhuanghu village, Gaolou Town, Sanhe City, Hebei Province, postal code: 065202.
Article 6 the registered capital of the company is RMB 818700955.
Article 7 a company limited by shares shall survive forever.
Article 8 the chairman of the board of directors 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 for, 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, managers and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, managers and other senior managers.
Article 11 The term “other senior managers” as mentioned in the articles of association refers to the deputy manager, the Secretary of the board of directors and the person in charge of finance of the company.
Article 12 the company shall establish a Communist Party to organize 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: in accordance with national laws, regulations and other relevant provisions, make full use of local conditions and existing advantages, vigorously develop cattle breeding and related industries, actively explore foreign markets and develop in multiple directions, so as to continuously expand the strength of the company, seek the maximum interests for the shareholders of the company and contribute to the sustainable and stable economic development of Hebei Province.
Article 14 after registration according to law, the business scope of the company: Wholesale and retail of prepackaged food and dairy products (excluding infant formula milk powder); Import and export business of commodities (excluding commodities restricted or prohibited by the state); The following are operated by branches: livestock breeding; Slaughtering, processing and refrigeration of livestock (cattle); Processing meat products, frozen foods, pastries, beverages, dairy products, instant foods, seasonings, bean products, starch and starch products, primary Shenzhen Agricultural Products Group Co.Ltd(000061) , other grain processing products; Production of organic fertilizer; Catering service and distribution; Road freight transportation. (subject to the business scope approved by the company registration authority)
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 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; 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.
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 promoters of the company are Hebei Sanhe Fucheng cattle raising Group Corporation, wufenghang Co., Ltd., Inner Mongolia grain, oil and food import and Export Corporation, Sanhe Mingjin Trading Co., Ltd., Sanhe Ruihui Trading Co., Ltd. and Inner Mongolia Foreign Trade and Economic Cooperation (Group) Co., Ltd, Each promoter subscribes for the shares issued at the time of the establishment of the company by converting the net assets corresponding to the shares of the original Sanhe Wufeng Fucheng Food Co., Ltd. held by him into shares, which are fully paid at the time of the establishment of the company.
Article 20 the total number of shares of the company is 818700955, and the capital structure of the company is: 818700955 ordinary shares, without other types of shares.
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: (1) reduce the registered capital of the company;
（2） Merger with other companies holding shares of the company;
（3） Use shares for employee stock ownership plan or equity incentive;
（4） 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;
（5） Use the shares to convert the corporate bonds issued by the company into shares;
（6） It is necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
Article 25 the company may choose one of the following ways to acquire 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) to (III) of Article 24 of the articles of association shall be subject to the resolution of the general meeting of shareholders. After the company purchases the shares of the company in accordance with Article 24, if it falls under the circumstances of 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 six months.
The shares of the company purchased by the company in accordance with item (III) of Article 24 will not exceed 5% of the total issued shares of the company; The funds used for the acquisition shall be paid out of the company’s after tax profits; The purchased shares shall be transferred to the employees within one year.
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 29 the shares of the company held by the promoters shall not be transferred within one 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 term of office, 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 one 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 shareholders, directors, supervisors and senior managers who hold more than 5% of the shares of the company sell their shares or other equity securities of the company within six months after they buy them, or buy them again within six months after they sell them. The proceeds from this shall belong to the company, and the board of directors of the company will recover their proceeds. However, the securities company holds more than 5% of the shares due to the purchase of the remaining shares after the package sale, unless there are 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) if the shareholders’ general meeting requests the company to separate its shares, it shall make an objection to the company’s merger resolution;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or 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.
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 36 If a director or senior manager violates laws, administrative regulations or the provisions of the articles of association when performing his duties and causes losses to the company, the shareholders who individually or jointly hold more than 1% of the shares of the company for more than 180 consecutive days have the right to request the board of supervisors in writing to bring a lawsuit to the people’s court; If the board of supervisors violates the provisions of laws, administrative regulations or the articles of association when performing its duties, resulting in losses to the company, the above-mentioned shareholders may request the board of directors in writing to bring a lawsuit to the people’s court.
If the board of supervisors or the board of directors refuses to bring a lawsuit after receiving the written request of the shareholders specified in the preceding paragraph, or fails to bring a lawsuit within 30 days from the date of receiving the request, or the situation is urgent and the failure to bring a lawsuit immediately will cause irreparable damage to the interests of the company, the shareholders specified in the preceding paragraph have the right to directly bring a lawsuit to the people’s court in their own name for the interests of the company.
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