Ccoop Group Co.Ltd(000564) articles of Association (revised at the general meeting of shareholders on January 24, 2022)
The current articles of association of the company were reviewed and approved by the general meeting of shareholders on July 18, 1992, the general meeting of shareholders on August 20, 1995, the general meeting of shareholders on May 20, 1997, the general meeting of shareholders on May 26, 1998, the general meeting of shareholders on April 18, 2000, the general meeting of shareholders on April 23, 2002, the general meeting of shareholders on September 17, 2002, the general meeting of shareholders on September 17, 2004, the general meeting of shareholders on May 26, 2005 Revised at the general meeting of shareholders on October 24, 2006, September 18, 2007, may 22, 2009, December 22, 2009 and August 24, 2012, authorized by the general meeting of shareholders to be revised by the board of directors on September 25, 2012, by the general meeting of shareholders on December 21, 2012 and by the general meeting of shareholders on May 23, 2014, Revised by the general meeting of shareholders on October 16, 2015, January 23, 2017, authorized by the general meeting of shareholders on February 22, 2017, May 18, 2018, February 18, 2019, September 18, 2020 and January 24, 2022.
catalogue
Chapter I General Provisions Chapter II business purpose and scope Chapter III shares two
Section 1 share issuance two
Section II increase, decrease and repurchase of shares two
Section III share transfer Chapter IV shareholders and general meeting of shareholders three
Section 1 shareholders three
Section II general provisions of the general meeting of shareholders five
Section III convening of the general meeting of shareholders six
Section IV proposal and notice of the general meeting of shareholders seven
Section V convening of the general meeting of shareholders eight
Section VI voting and resolutions of the general meeting of shareholders 9 Chapter V board of Directors eleven
Section 1 Directors eleven
Section II board of Directors Chapter VI president and other senior managers Chapter VII board of supervisors sixteen
Section I supervisors sixteen
Section II board of supervisors Chapter VIII Financial Accounting system, profit distribution and audit seventeen
Section I financial accounting system seventeen
Section 2 profit distribution eighteen
Section III internal audit twenty
Section IV appointment of accounting firm Chapter IX notices and announcements twenty-one
Section I notice twenty-one
Section II announcement Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation twenty-two
Section 1 merger, division, capital increase and capital reduction twenty-two
Section 2 dissolution and liquidation Chapter XI amendment of the articles of Association 23 Chapter XII Supplementary Provisions twenty-four
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of Ccoop Group Co.Ltd(000564) (hereinafter referred to as “the company”), shareholders and creditors and standardize the organization and behavior of the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) These articles of association are formulated in accordance with 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 share limited company established by means of public offering after the reorganization of the original Xi’an Minsheng department store in accordance with the Interim Provisions of Xi’an on the pilot of joint-stock enterprises and other relevant provisions and approved by Xi’an Economic System Reform Commission [Shi Ti Gai Zi [1992] No. 033], and registered with Xi’an Administration for Industry and Commerce and obtained a business license. Unified social credit Code: 91610102220603356t.
Article 3 with the approval of Xi’an Branch of the people’s Bank of China xiyinfa [1992] No. 071 document on May 12, 1992, the company issued 40 million RMB ordinary shares to the public for the first time and was listed on Shenzhen Stock Exchange on January 10, 1994.
Article 4 registered name of the company:
Chinese: Ccoop Group Co.Ltd(000564) ; English: ccoop Group Co., Ltd
Article 5 domicile of the company:
103 Jiefang Road, Xi’an, Shaanxi; Postal Code: 710005.
Article 6 the registered capital of the company is RMB 19.1 billion, sixty-three million seven hundred and seventy-seven thousand three hundred and thirty-five yuan
(￥ 19163777335.00).
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 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 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, President and other senior managers of the company, shareholders can sue the company, and the company can sue shareholders, directors, supervisors, President and other senior managers.
Article 11 other senior managers mentioned in the articles of association refer to the Secretary of the board of directors, vice president and chief financial officer of the company.
Article 12 according to the provisions of the party constitution, the company establishes an organization of the Communist Party of China to carry out party activities and provide necessary conditions for the activities of the party organization
Pieces.
Chapter II business purpose and scope
Article 13 the business purpose of the company is to operate according to law, meet the material and cultural needs of consumers, continuously improve economic benefits and service quality, and seek the best interests for investors.
Article 14 after being registered according to law, the business scope of the company:
Licensed business items: prepackaged food and bulk food; Wholesale and retail of dairy products (including infant formula milk powder); Retail of cigarettes and cigars. Warehousing services; Cultural and entertainment services; Hotels; Hairdressing and beauty; Baths; Washing and dyeing; Car cleaning and decoration; lease; Car rental; Human resources intermediary services; Catering services; Internet information services. General business items: Chinese commerce, material supply and marketing industry, daily necessities, clothing, shoes and hats, knitwear and textiles, leather products, watch glasses, gold and silver jewelry, jewelry and jade, handicrafts, sporting goods, office furniture, furniture, hardware and electrical appliances, household appliances, photographic equipment, sports equipment, communication equipment, electronic computers and parts, cosmetics, imported cosmetics Sales of washing products; Garment dry cleaning, garment processing and sales; Counter leasing; estate management; Advertising design, production, agency and release; Computer software development and sales; Enterprise management consulting services; Machinery manufacturing; Photography services; Self support and agency of import and export business of various commodities and technologies; Daily necessities repair, motor vehicle parking lot.
The final description shall be subject to the approval of relevant authorities.
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 Shenzhen Branch of China Securities Depository and Clearing Corporation.
Article 19 the promoters of the company are Xi’an state owned Assets Administration Bureau and Xi’an Minsheng labor service company. In September 1992, the initiator Xi’an state owned assets administration converted 30131792 shares from the state-owned assets of the former Xi’an Minsheng department store, and the initiator Xi’an Minsheng labor service company converted 300.3138 million shares from its assets.
Article 20 the total number of shares of the company is 19163777335, 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 specified in the articles of association. Article 24 the company may purchase the shares of the company in accordance with the provisions of 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) the shareholders request the company to purchase their shares because they disagree with the merger and division resolutions made by the general meeting of shareholders;
(V) converting shares into convertible corporate bonds issued by listed companies;
(VI) necessary for the company to safeguard the company’s value and shareholders’ rights and interests.
When purchasing shares of the company, the company shall perform the obligation of information disclosure in accordance with the provisions of the securities law.
Article 25 the company may choose one of the following ways to purchase its shares:
(I) centralized bidding trading mode of Shenzhen Stock Exchange;
(II) method of offer;
(III) other methods approved by the CSRC.
The company’s acquisition of the company’s shares under the circumstances specified in items (III), (V) and (VI) of Article 24 of the articles of association shall be carried out through public centralized trading.
Article 26 after repurchasing the shares according to law, the company shall cancel or transfer the shares within the time limit specified by laws and administrative regulations. In case of cancellation, the company shall apply to the original company registration authority for registration of change of registered capital.
After the company purchases the shares of the company in accordance with Article 24 of the articles of association, if it belongs to 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; 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 three 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 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 in Shenzhen 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 the shares of the company held by them within six months after their resignation.
Article 30 if the directors, supervisors, senior managers and shareholders holding more than 5% of the company sell the company’s shares within 6 months from the date of purchase, or buy them again within 6 months from the date of sale, the proceeds from this shall belong to the company, and the board of directors of the company will recover the proceeds. However, if a securities company holds more than 5% of the shares due to the purchase of after-sales surplus shares by underwriting, the time limit for selling the shares is not subject to six months.
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 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 be established in accordance with the certificates provided by the securities registration authority
