GUOQUAN Food (Shanghai) Co., Ltd. has released its complete Articles of Association, outlining the company’s legal framework following its Hong Kong listing on 2 November 2023.

Key Highlights

1. Capital & Share Structure • Registered capital is RMB 2.75 billion, represented by 2,747.36 million ordinary shares at RMB 1.00 par value. • The entire share capital is classified as overseas-listed H shares; 77.36 million were issued in the IPO (including 8.56 million overallotment shares), while 2.67 billion domestic shares were simultaneously converted into H shares. • Promoter shareholdings totalled 2.67 billion shares before the IPO, with Guoquan Industry (Shanghai) Co., Ltd. and Shanghai Guoxiaoquan Enterprise Management Center holding the two largest stakes (881.42 million and 331.60 million shares, respectively).

2. Shareholder Rights • Each ordinary share carries one vote; cumulative voting applies when electing two or more independent directors or when a single shareholder (and concert parties) controls ≥30 % of shares. • Shareholders may inspect Articles, registers, minutes and financial reports, and can bring legal action against directors, senior management or other shareholders for breaches. • Cash-dividend distribution must be implemented within two months after shareholder approval.

3. Board & Committees • The Board comprises 11 directors, with at least one-third independent; the term is three years and re-election is permitted. • A staff director is elected by employees and is not subject to shareholder approval. • Mandatory committees include: – Audit & Risk Management Committee (three directors, two independent, assumes statutory supervisory functions). – Nomination Committee (majority independent). – Remuneration Committee (majority independent). – ESG Committee may be formed as needed. • The Board holds at least four meetings per year; extraordinary meetings can be convened by shareholders holding ≥10 % of shares, one-third of directors, or the Audit & Risk Management Committee.

4. Senior Management • Positions include General Manager, Deputy General Managers, Chief Financial Officer and Board Secretary. • Senior management may not hold administrative posts in the controlling shareholder and receive compensation solely from the listed company.

5. Profit Allocation & Reserves • Statutory reserve contributions equal 10 % of after-tax profit until reserves reach 50 % of registered capital. • Reserves may be used for covering losses, business expansion or capitalisation. • Further dividend or capital reductions require creditor notification and public announcements.

6. Share Repurchase & Capital Changes • The company may buy back shares under specific scenarios (e.g., employee incentive plans, bond conversions) but the aggregate repurchase cannot exceed 10 % of total issued shares and must be cancelled or transferred within statutory deadlines. • Any merger, division or significant asset transaction (>30 % of total assets) requires shareholder approval.

7. Party Organisation • A Communist Party of China committee will be established within the company, with resources provided to support its activities.

The Articles took effect upon shareholder approval and serve as the primary governance document regulating relationships among shareholders, directors, senior management and other stakeholders of GUOQUAN.