Beijing Hualian Hypermarket Co.Ltd(600361)
constitution
(revised in January 2022)
catalogue
Chapter I General Provisions two
Chapter II business purpose and scope three
Chapter III shares four
Section 1 share issuance four
Section II increase, decrease and repurchase of shares five
Section III share transfer six
Chapter IV shareholders and general meeting of shareholders six
Section 1 shareholders seven
Section II general provisions of the general meeting of shareholders nine
Section III convening of the general meeting of shareholders ten
Section IV proposal and notice of the general meeting of shareholders eleven
Section V convening of the general meeting of shareholders twelve
Section VI voting and resolutions of the general meeting of shareholders thirteen
Chapter V board of Directors seventeen
Section 1 Directors seventeen
Section II board of Directors nineteen
Chapter VI general manager and other senior managers twenty-three
Chapter VII board of supervisors twenty-four
Section I supervisors twenty-four
Section II board of supervisors twenty-five
Chapter VIII Financial Accounting system, profit distribution and audit twenty-seven
Section I financial accounting system twenty-seven
Section II Internal Audit twenty-nine
Section III appointment of accounting firm thirty
Chapter IX notices and announcements thirty
Section I notice thirty
Section II announcement thirty-one
Chapter X merger, division, capital increase, capital reduction, dissolution and liquidation thirty-one
Section 1 merger, division, capital increase and capital reduction thirty-one
Section 2 dissolution and liquidation thirty-three
Chapter XI amendment of the articles of Association thirty-five
Chapter XII Supplementary Provisions thirty-five
Chapter I General Provisions
Article 1 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 in order to safeguard the legitimate rights and interests of Beijing Hualian Hypermarket Co.Ltd(600361) (hereinafter referred to as the company), shareholders and creditors and standardize the organization and behavior of the company.
Article 2 the company is a limited liability company established in accordance with the company law and relevant laws and administrative regulations. With the approval of the reply on Approving the change of Beijing Hualian Commercial Building Co., Ltd. into a joint stock limited company issued by the State Economic and Trade Commission, the company was changed from a limited liability company to a joint stock limited company, registered the change in Beijing Administration for Industry and Commerce on April 19, 2000, and obtained the changed business license, The business license number is 1100001507486.
Article 3 the company issued 50000000 ordinary shares in RMB to the public for the first time on October 23, 2001 with the approval of China Securities Regulatory Commission, and was listed on Shanghai Stock Exchange on November 29, 2001.
Article 4 registered name of the company: Beijing Hualian Hypermarket Co.Ltd(600361)
English Name: Beijing Hualian Supermarket Co., Ltd
Article 5 company domicile: Room 401, 4th floor, East Tower, Sichuan building, No. 1, Fuwai Street, Xicheng District, Beijing
Postal Code: 100037
Article 6 the registered capital of the company is 665807918 yuan.
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 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 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 shall be legally binding on the company, shareholders, directors, supervisors and senior managers. According to the articles of association, shareholders can
To sue the shareholders, the shareholders may sue the directors, supervisors, general manager and other senior managers of the company; Shareholders may sue the company, and the company may sue shareholders, directors, supervisors, general manager and other senior managers of the company.
Article 11 The term “senior managers” as mentioned in the articles of association refers to the general manager, deputy general manager, Secretary of the board of directors and person in charge of finance of the company.
Chapter II business purpose and scope
Article 12 business purpose of the company: in accordance with national laws, administrative regulations and other relevant provisions, and in accordance with the principles of good faith and diligence, seek the best interests for the shareholders of the company, so as to support the sustainable and stable development of the capital economy.
Article 13 after being registered according to law, the business scope of the company is: selling medical equipment, packaged food, packaged beverage and wine; Chinese food (including staple food and Western food products); Western-style food; Domestic books and periodicals issued by retail and mail order; Retail cigarettes; Sales of general merchandise, knitwear and textiles, daily sundries, hardware and electrical appliances, chemical light industrial materials (excluding dangerous chemicals and class I precursor products), local products, building materials, decorative materials, arts and crafts, jewelry (except gold and silver jewelry), furniture, computers and their external equipment, refrigeration and air conditioning equipment, catering and cooking machinery Labor protection articles, metal materials, mechanical and electrical equipment, rubber products, plastic products, ceramic products, instruments and meters, agricultural machinery and flowers; Typing; Retail domestic gold and silver jewelry; Labor services; Repair of daily necessities; Photography; Warehousing services; Undertake exhibitions and exhibitions; Designing, producing, acting and publishing advertisements; Organize cultural and artistic exchange activities (except performances); Information consultation; The following items are limited to branches: Sales of communication equipment, cultural and office supplies, auto parts, electric vehicles, motorcycles and accessories, fitness equipment and facilities; Purchase and sell agricultural and sideline products; laundry service; to copy; Fitness services; Rental of business premises; Technology development, technology transfer and technical services; The following items are limited to branches: Sales of fresh vegetables and fruits, cereals and oils, non-staple food, packaged food (including milk cold food), direct imported food in bulk, non direct imported food in bulk, cooked food products, aquatic products, fresh meat, poultry eggs, tea, corrosive products and sodium hypochlorite solution; Retail dairy products (including infant formula milk powder), prepackaged food, contraceptive devices and audio-visual products; On site production and sale: staple food (fried food, rice flour products), meat products, cooked food products, baked food, roast chicken, roast duck, sushi, Chinese and Western cakes (including framed cake), bread, bean products, tofu and soybean milk; Repackaging and selling cooked meat products on site; Processing agricultural and sideline products; Beauty salon; General freight; Operating health food; Retail prescription drugs; Decoction pieces of traditional Chinese medicine, Chinese patent medicine, chemical medicine preparations, antibiotic preparations, biochemical drugs and biological products (excluding preventive biological products); over-the-counter drugs; Chinese patent medicine, chemical medicine preparation, antibiotic preparation, biochemical medicine and biological products (excluding preventive biological products); Packaging services; The following items are limited to the north
Nuts, on-site production and sale of convenience food (including cooked rice flour products and convenience dishes).
(for projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments.)
Chapter III shares
Section 1 share issuance
Article 14 the shares of the company shall be in the form of shares. Article 15 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 shares of the same class issued at the same time subscribed by any unit or individual, the same price shall be paid per share.
Article 16 the par value of the shares issued by the company shall be indicated in RMB. Article 17 the shares issued by the company shall be centrally deposited in the Shanghai Branch of China Securities Depository and Clearing Corporation.
Article 18 when the company was changed from a limited liability company to a joint stock limited company in 2000, its audited net assets were converted into 75572900 shares, all of which were subscribed by the promoters. The details are as follows:
The name of the sponsor accounts for 30.69% of the 38542179 shares of Beijing Hualian Group Investment Holding Co., Ltd
China Merchants Corporation 22671870 shares 18.05%
Henan Jianye Investment Management Co., Ltd. 7557290 shares 6.02%
Hainan Yixiong Commercial Investment Management Co., Ltd. 6045832 shares, 4.82%
Haikou Jinsui Industrial Co., Ltd. 755729 shares 0.60% Article 19 the total number of shares of the company is 665807918 shares, all of which are ordinary shares. Article 20 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 21 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 22 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 23 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) award shares to the employees of the company;
(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.
Except for the above circumstances, the company will not buy or sell its shares.
Article 24 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.
Article 25 the acquisition of shares of the company due to items (I) to (III) of Article 23 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 23 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 6 months.
The company in accordance with this
