Shanxi Coal International Energy Group Co.Ltd(600546) rules of procedure of the general meeting of shareholders
Revised in February 2022
Shanxi Coal International Energy Group Co.Ltd(600546) rules of procedure of the general meeting of shareholders
catalogue
Chapter I General Provisions Chapter II functions and powers of the general meeting of shareholders Chapter III convening of the general meeting of shareholders Chapter IV proposal and notice of the general meeting of shareholders Chapter V convening of the general meeting of shareholders Chapter VI voting and resolutions of the general meeting of shareholders 10 Chapter VII meeting minutes 14 Chapter VIII Supplementary Provisions fifteen
Rules of procedure of the general meeting of shareholders 546 {
Chapter I General Provisions
Article 1 Shanxi Coal International Energy Group Co.Ltd(600546) (hereinafter referred to as “the company”) in order to clarify the responsibilities and authorities of the general meeting of shareholders, standardize its organization and behavior, ensure that the general meeting of shareholders exercises its functions and powers according to law, improve the efficiency of the proceedings of the general meeting of shareholders, ensure the legality and effectiveness of the procedures and resolutions of the general meeting of shareholders, and safeguard the legitimate rights and interests of all shareholders, These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the governance standards of listed companies, the rules for the general meeting of shareholders of listed companies and the Shanxi Coal International Energy Group Co.Ltd(600546) articles of Association (hereinafter referred to as the “articles of Association”) and in combination with the actual situation of the company.
Article 2 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, regulations, normative documents and the articles of association to ensure that shareholders can exercise their rights according to law.
The board of directors of the company earnestly performs its duties and organizes the general meeting of shareholders in a serious and timely manner. All directors of the company are diligent and responsible to ensure the normal convening of the general meeting of shareholders and exercise their functions and powers according to law.
Article 3 shareholders who legally hold shares of the company have the right to attend the general meeting of shareholders in person or by proxy, and enjoy the right to know, speak, question and vote according to law.
Article 4 shareholders (including shareholders’ agents) attending the general meeting of shareholders shall abide by the provisions of relevant laws, regulations, normative documents, the articles of association and these rules, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of other shareholders.
Article 5 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and the articles of association.
Article 6 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders shall be held once a year and shall be held within 6 months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held irregularly. In case of the need to convene the extraordinary general meeting of shareholders as stipulated in Article 7 of these rules, the extraordinary general meeting of shareholders shall be held within 2 months.
If the company is unable to convene the general meeting of shareholders within the time limit specified in the preceding paragraph, it shall report to the dispatched office of the CSRC and the Shanghai stock exchange where the company is located, explain the reasons and make an announcement.
Article 7 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than the minimum quorum specified in the company law (i.e. 5), or less than two-thirds of the number specified in the articles of Association;
(II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) shareholders who individually or jointly hold more than 10% of the company’s shares request in writing;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) when more than 1 / 2 of the independent directors jointly propose;
(VII) other circumstances stipulated in relevant laws, administrative regulations, normative documents or the articles of association. The number of shares held in Item (III) above shall be calculated according to the date of shareholders’ request.
If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the CSRC and the Shanghai stock exchange where the company is located, explain the reasons and make an announcement.
Article 8 when the company holds a general meeting of shareholders, it shall hire a lawyer to issue a legal opinion on the following issues and make a public announcement: (I) whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations, these rules and the articles of Association;
(II) whether the qualifications of the participants and the convener are legal and valid;
(III) whether the voting procedures and results of the meeting are legal and valid;
(IV) legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders
Article 9 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors and supervisors not held by employee representatives, and decide on the remuneration of directors and supervisors;
(III) review and approve the report of the board of directors;
(IV) review and approve the report of the board of supervisors;
(V) review and approve the company’s annual financial budget plan and final account plan;
(VI) review and approve the company’s profit distribution plan and loss recovery plan;
(VII) make resolutions on the increase or decrease of the company’s registered capital;
(VIII) make resolutions on the issuance of corporate bonds;
(IX) make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
(x) amend the articles of Association;
（11） Make resolutions on the company’s employment, dismissal or non renewal of the accounting firm;
（12） Review and approve the guarantee matters specified in Article 10;
（13） To review the purchase and sale of major assets by the company within one year that exceed 30% of the total audited assets of the company in the latest period;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） To consider other matters to be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 10 the following external guarantees of the company shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
(II) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
(III) any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
(IV) according to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeding 30% of the company’s latest audited total assets;
(V) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(VI) guarantees provided to shareholders, actual controllers and their affiliates;
(VII) other guarantees stipulated by the Shanghai Stock Exchange or the articles of association.
The guarantee in Item (IV) of the preceding paragraph shall be approved by more than 2 / 3 of the voting rights held by the shareholders attending the meeting. When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers or their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be approved by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
The “external guarantee” mentioned in these Rules refers to the guarantee provided by the company for others, including the guarantee provided by the company to its holding subsidiaries; The term “total amount of external guarantees of the company and its holding subsidiaries” refers to the sum of the total amount of external guarantees of the company, including the guarantees of the company to its holding subsidiaries, and the external guarantees of its holding subsidiaries.
Article 11 the following related party transactions of the company shall be submitted to the general meeting of shareholders for deliberation:
(I) for connected transactions submitted to the board of directors for deliberation, the number of non connected directors attending the board meeting is less than 3;
(II) connected transactions between the company and related parties (except for the guarantee provided by the listed company, the cash assets donated by the listed company and the debt simply reduced or exempted from the obligations of the listed company) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets.
(III) any guarantee provided by the company for related parties, regardless of the amount, shall be disclosed in time after being deliberated and approved by the board of directors and submitted to the general meeting of shareholders for deliberation; If the company provides guarantee for shareholders holding less than 5% of the shares, it shall be implemented with reference to the above provisions, and the relevant shareholders shall withdraw from voting at the general meeting of shareholders;
(IV) daily related party transaction agreement without specific total transaction amount.
Chapter III convening of the general meeting of shareholders
Article 12 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Articles 6 and 7 of these rules.
Article 13 with the consent of more than 1 / 2 of all independent directors, independent directors may propose to the board of directors to convene an extraordinary general meeting of shareholders. For the proposal of independent directors to convene an extraordinary general meeting, the board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made; If the board of directors does not agree to convene an extraordinary general meeting of shareholders, it shall explain the reasons and make a public announcement.
Article 14 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders and submit it to the board of directors in writing. In accordance with laws, administrative regulations and the articles of association, the board of directors shall, within 10 days after receiving the proposal, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original proposal in the notice shall be approved by the board of supervisors.
If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give written feedback within 10 days after receiving the proposal, it shall be deemed that the board of directors is unable to perform or fails to perform its duty of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 15 shareholders who individually or jointly hold more than 10% of the company’s shares (including preferred shareholders whose voting rights have been restored) have the right to request the board of directors to convene an extraordinary general meeting of shareholders and submit it to the board of directors in writing. In accordance with laws, administrative regulations and the articles of association, the board of directors shall, within 10 days after receiving the request, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. Any change to the original request in the notice shall be subject to the consent of relevant shareholders.
If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders who individually or jointly hold more than 10% of the shares of the company have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders and submit a request to the board of supervisors in writing.
If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original request in the notice shall be subject to the consent of relevant shareholders.
If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting of shareholders by themselves.
Article 16 if the board of supervisors or shareholders decide to convene the general meeting of shareholders on their own, they shall notify the board of directors in writing and report to the dispatched office of the CSRC and the stock exchange where the company is located for the record.
Before the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening shareholders shall not be less than 10%.
When issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders, the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the Shanghai stock exchange where the company is located.
Article 17 the board of directors and the Secretary of the board of directors shall cooperate with the general meeting of shareholders convened by the board of supervisors or shareholders. The board of directors shall provide the register of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders. If the board of directors fails to provide the register of shareholders, the convener may apply to the securities registration and clearing institution for acquisition by holding the relevant announcement of the notice of convening the general meeting of shareholders. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 18 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter IV proposal and notice of shareholders’ meeting
Article 19 the content of the proposal belongs to the scope of authority of the general meeting of shareholders, has clear topics and specific resolutions, and complies with the relevant provisions of laws, administrative regulations and the articles of association. It shall be submitted or delivered to the board of directors in writing.
Article 20 the board of directors shall take the maximization of the interests of the company and shareholders as the code of conduct and review the proposals of the general meeting of shareholders in accordance with the provisions of this chapter.
Article 21 when the company holds a general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward proposals to the company.
Shareholders who individually or jointly hold more than 3% of the company’s shares may put forward interim proposals and submit them to the convener in writing 10 days before the shareholders’ meeting. The convener shall issue a supplementary notice of the general meeting of shareholders within 2 days after receiving the proposal, with the contents of the interim proposal attached.
In addition to the provisions of the preceding paragraph, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after issuing the notice of the general meeting of shareholders.
For proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of Article 19 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 22 the list of candidates for directors and supervisors shall be submitted in the form of proposals.
If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders shall fully disclose the details of the candidates for directors and supervisors, including at least the following contents:
(I) education background, work experience, part-time job and other personal information;
(II) whether there is any relationship with the company or the controlling shareholder and actual controller of the company;
(III) disclose the number of shares held by the company;
(IV) whether they have been punished by the CSRC and other relevant departments and the Shanghai Stock Exchange. In addition to adopting the cumulative voting system to elect directors and supervisors, each candidate for directors and supervisors shall be proposed in a single proposal.
Article 23 the convener shall notify all shareholders 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
When calculating the starting period, the company does not include the date of the meeting.
Article 24 the notice of the general meeting of shareholders shall include the following contents:
(I) time, place and duration of the meeting;
(II) matters and proposals submitted to the meeting for deliberation;
(III) explain in obvious words, and all
