Fujian Aonong Biological Technology Group Incorporation Limited(603363)
Rules of procedure of the general meeting of shareholders
February, 2002
catalogue
Chapter I General Provisions two
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 Section 1 proposals of the general meeting of shareholders Section 2 notice of the general meeting of shareholders 9 Chapter V convening, voting and resolution of the general meeting of shareholders Section 1 place and method of convening the general meeting of shareholders Section 2 order of the general meeting of shareholders Section 3 registration of the general meeting of shareholders 10 section IV moderator of the meeting Section V consideration of meeting proposals Section VI voting and resolutions of the general meeting of shareholders Chapter VI authorization of the general meeting of shareholders to the board of Directors 18 Chapter VII Supplementary Provisions twenty
Chapter I General Provisions
Article 1 in order to regulate the behavior of Fujian Aonong Biological Technology Group Incorporation Limited(603363) (hereinafter referred to as the “company”), ensure that the general meeting of shareholders exercises its functions and powers according to law and safeguard the legitimate rights and interests of shareholders, 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 and the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Stock Listing Rules”) These rules are formulated in accordance with the rules for the general meeting of shareholders of listed companies, the Fujian Aonong Biological Technology Group Incorporation Limited(603363) articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, normative documents, the articles of association and these rules to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties, seriously and timely convene and organize the general meeting of shareholders. All directors of the company shall be 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 when convening the shareholders’ meeting, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
（1） Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations and the articles of Association; （2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of the meeting are legal and valid;
（4） Legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders
Article 4 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
（1） Decide on the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan, final account plan and annual report;
（6） Review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（10） Amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Deliberating and approving the transactions specified in Article 5 of these rules;
（13） Review and approve the guarantee matters specified in Article 6 of these rules;
（14） To examine and approve the financial assistance matters stipulated in Article 7 of these rules;
（15） Review and approve the related parties that shall be submitted to the general meeting of shareholders for deliberation as stipulated in Article 8 of these rules
Easy;
（16） To review the purchase and sale of major assets by the company within one year that exceed 30% of the company’s latest audited total assets;
（17） Review and approve the change of the purpose of the raised funds;
（18） Review the equity incentive plan and employee stock ownership plan;
（19） Decide that the company shall purchase the shares of the company due to the circumstances specified in items (I) and (II) of paragraph 1 of Article 23 of the articles of Association;
（20） Review other matters that shall 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 5 the transactions of the company (except for the guarantee provided by the company, the financial assistance provided by the company, and the transactions in which the company receives donated cash assets, obtains debt relief and other transactions that do not involve consideration payment and do not have any obligations) that meet one of the following standards shall be submitted to the general meeting of shareholders for deliberation in addition to being submitted to the board of directors for deliberation and timely disclosure:
（1） The total assets involved in the transaction (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s total assets audited in the latest period;
（2） The net assets involved in the subject matter of the transaction (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
（3） The relevant operating income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
（4） The related net profit of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan; （5） The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
（6） The profit generated from the transaction accounts for 50% of the audited net profit of the company in the latest fiscal year
And the absolute amount exceeds 5 million yuan.
If the data involved in the above index calculation is negative, take its absolute value for calculation. The calculation standard of trading related indicators shall be implemented in accordance with the relevant provisions of the stock listing rules.
The transactions mentioned in this article refer to the following transactions that occur in addition to the daily business activities of the company or its holding subsidiaries:
（1） Purchase or sale of assets;
（2） Foreign investment (including entrusted financial management, investment in subsidiaries, etc.);
（3） Provide financial assistance (including interest bearing or interest free loans, entrusted loans, etc.);
（4） Provide guarantee (including guarantee for holding subsidiaries);
（5） Leased in or leased out assets;
（6） Entrusted or entrusted management of assets and businesses;
（7） Donated or donated assets;
（8） Reorganization of creditor’s rights and debts;
（9） Transfer or transfer of R & D projects;
（10） Sign the license agreement;
（11） Waiver of rights (including waiver of preemptive right, preemptive subscription right, etc.);
（12） Other transactions recognized by the stock exchange.
When the company conducts entrusted financial management, if it is difficult to perform the review procedures for each investment transaction due to transaction frequency and timeliness requirements, it can reasonably predict the investment scope, amount and duration, and calculate the proportion of the amount in the net assets, which shall be subject to the relevant provisions of the stock listing rules and the provisions of paragraph 1 of this article. The service life of the relevant limit shall not exceed 12 months, and the transaction amount at any point in the period (including the relevant amount of reinvestment of the income of the above investment) shall not exceed the investment limit.
When the company conducts transactions other than “providing guarantee”, “providing financial assistance” and “entrusted financial management”, it shall cumulatively calculate the relevant transactions under the same transaction category within 12 consecutive months. When the company purchases or sells assets, regardless of whether the subject matter of the transaction is related or not, if the total amount of assets involved or the transaction amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months, it shall be audited or evaluated, submitted to the general meeting of shareholders for deliberation, and approved by more than 2 / 3 of the voting rights held by the shareholders present at the meeting.
If the transaction of the company meets the standards specified in this article, if the subject matter of the transaction is the equity of the company, the company shall disclose the financial and accounting report of the subject asset in the latest year audited by the accounting firm. The audit opinion issued by the accounting firm shall be a standard unqualified opinion, and the audit deadline shall not exceed 6 months from the date of the shareholders’ meeting to consider the relevant transaction matters; If the subject-matter of the transaction is other assets other than equity, the company shall disclose the evaluation report of the subject-matter assets issued by the asset evaluation institution. The benchmark date of the evaluation shall not exceed one year from the date of the shareholders’ meeting to consider the relevant transaction matters. If the company purchases or sells the minority equity of the subject matter of the transaction and is really unable to audit the financial accounting report of the subject matter of the transaction in the latest year due to objective reasons such as the company’s inability to form control, joint control or significant influence on the subject matter of the transaction before and after the transaction, it may be exempted from disclosing the audit report in accordance with the relevant provisions of the stock listing rules after disclosing the relevant information, Unless otherwise stipulated by the CSRC or the stock exchange.
Article 6 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders:
（1） The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（2） 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;
（3） Any guarantee provided after the total amount of guarantee provided by the company and its holding subsidiaries exceeds 30% of the company’s latest audited total assets;
（4） According to the principle of cumulative calculation of the guarantee amount within 12 consecutive months, the guarantee exceeds 30% of the company’s latest audited total assets;
（5） The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） The company provides guarantee for related parties (regardless of amount);
（8） Other guarantees that shall be deliberated and approved by the general meeting of shareholders in accordance with laws, regulations and the articles of association. When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it must 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 and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Article 7 the transaction of “financial assistance” of the company shall not only be deliberated and approved by more than half of all directors, but also be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors, and shall be disclosed in time. The following financial assistance matters 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 single financial assistance exceeds 10% of the company’s latest audited net assets;
(II) the latest financial statement data of the funded object shows that the asset liability ratio exceeds 70%;
(III) the cumulative amount of financial assistance in the last 12 months exceeds 10% of the company’s latest audited net assets;
(IV) provide financial assistance to affiliated joint stock companies;
(V) other circumstances stipulated by the Shanghai Stock Exchange or the articles of association.
If the object of subsidy is the holding subsidiary within the scope of the company’s consolidated statements, and the other shareholders of the holding subsidiary do not include the controlling shareholders, actual controllers and their affiliates of the company, the above provisions may be exempted. The company shall not provide financial assistance to related persons, except for the case of providing financial assistance to related joint-stock companies not controlled by the controlling shareholder and actual controller of the company, and other shareholders of the joint-stock company provide financial assistance with the same conditions according to the proportion of capital contribution.
If the company provides financial assistance to the affiliated joint-stock company specified in the preceding paragraph, in addition to being deliberated and approved by more than half of all non affiliated directors, it shall also be deliberated and approved by more than two-thirds of the non affiliated directors attending the board meeting and submitted to the general meeting of shareholders for deliberation.
Article 8 if the transaction between the company and its related parties meets one of the following standards, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(I) the transactions between the company and related parties (except for the guarantee provided by the company and the transactions exempted from consideration in the form of related party transactions as stipulated in the stock listing rules) with an amount (including debts and expenses) of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets; (II) the company provides guarantee for related parties (no matter the amount);
(III) provide financial assistance to affiliated joint-stock companies not controlled by the controlling shareholder and actual controller of the company; (IV) for the daily connected transactions of the company for the first time, there is no specific total transaction amount in the written agreement signed with the connected persons;
(V) although it is a connected transaction that the board of directors has the right to judge and implement, the number of non connected directors attending the meeting of the board of directors is less than three.
Related party transactions exempted from information disclosure in accordance with the provisions of the stock listing rules may be exempted from consideration in the form of related party transactions.
The scope of connected persons and the type of connected transactions in these Rules shall be determined in accordance with the relevant provisions of the stock listing rules.
Chapter III convening of the general meeting of shareholders
Article 9 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 within 6 months after the end of the previous fiscal year
