Securities code: 000797 securities abbreviation: China Wuyi Co.Ltd(000797) Announcement No.: 2022-031 bond Code: 112301 bond abbreviation: 15 Zhongwu bond
Bond Code: 149777 bond abbreviation: 22 Zhongwu 01
Rules of procedure of the general meeting of shareholders
(the system was revised by the resolution of the company’s first extraordinary general meeting of shareholders in 2022 on February 17, 2022)
No. original clause revised clause
1.1 ……
1.1 …… In accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law in accordance with the company law of the people’s Republic of China), the people’s Republic of China 1 (hereinafter referred to as the company law), the securities law of the people’s Republic of China, the Listing Rules of the Shenzhen Stock Exchange, the securities law of the people’s Republic of China and other relevant laws on the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange These rules are formulated in accordance with the relevant provisions of administrative regulations and No. 1 of the articles of Association – standardized operation of listed companies on the main board. And other relevant laws, administrative regulations and the articles of association.
2.1 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law:
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2.1 the general meeting of shareholders is the authority of the company,
2.1.13 review the company’s single foreign investment (Financial Affairs) and exercise the following functions and powers according to law:
Beyond the latest audited net capital
Major investment projects with an output value of 50%;
2.1.13 review the company’s single overseas investment
2.2.1.14 review the amount of the company’s single financial assistance or 10% of the latest audited net asset value
Major investment projects in which the amount of financial assistance has accumulated in the last 12 months;
More than 10% of the latest audited net assets, or 2.1.14 review and approve article 2.2 of these rules
The guarantee items stipulated in the latest audited assets of the funded object;
The debt ratio exceeds 70%;
2.1.15 review and approve the guarantee matters specified in article 2.2 of these rules;
2.2 the following external guarantees of the company shall be approved by the shareholders’ 3 general meeting. It was deliberated and adopted by the general assembly.
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2.2.5 guarantee for shareholders, actual controllers and their affiliates. Guarantee provided.
2.2.6 other guarantees stipulated by laws, regulations and the articles of association.
2.4…… 2.4……
4.2.4.1 the number of directors is less than the number specified in 2.4.1 of the company law or the number specified in the articles of association or 2 / 3 of the number specified in the articles of Association; 2 / 3 (i.e. 6 persons);
3.1 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in articles 2.3 and 5 of these rules and within the time limit specified in Article 2.4 of these rules. meeting.
3.5 in accordance with article 103.5 of the company law, shareholders shall convene and preside over the general meeting of shareholders on their own in accordance with the provisions of Article 1 of the Shenzhen Stock Exchange, Article 9 of the rules for the general meeting of shareholders and the rules for the general meeting of shareholders of listed companies. If shareholders convene and preside over the general meeting of shareholders on their own in accordance with the provisions of the company law, they shall report to the China Securities Depository and Clearing Corporation, The shares held by the shareholders of the listed company shall not be less than 6% of the total shares of the listed company before the announcement of the shareholders’ meeting, and the shareholding ratio of the company shall not be less than 6% of the total shares of the listed company. The convening shareholders shall, no later than the issuance of the notice of the general meeting of shareholders announced in the notice of the general meeting of shareholders, promise that from the trading day before the proposed holding of shares, the lock-in release time shall not be earlier than the issuance of the resolution of the general meeting of shareholders to reduce their shares of the listed company and disclose it. The next trading day after.
4.4 where a shareholder puts forward an interim proposal for the general meeting of shareholders, the convener may find that the interim proposal is not in conformity with any of the following circumstances:
Article 14.4.1 of the rules for the general meeting of shareholders of listed companies, the shareholders who put forward the proposal do not meet the requirements of Article 3 of the shareholding ratio, and then determine the subject qualification requirements such as the major shareholders;
The meeting shall not vote on the temporary proposal and exceed the time limit specified in 4.4.2;
If a resolution is made, it shall be made after receiving the proposal. 4.4.3 the proposal does not belong to the scope of authority of the general meeting of shareholders; 7. Announce the determination conclusion and its reasons within two days. 4.4.4 the proposal has no clear topic or specific resolution, and hire a law firm to deal with relevant reasons;
4.4.5 the content of the proposal violates laws and regulations and Shenzhen certificate announcement.
Relevant provisions of the stock exchange;
4.4.6 the content of the proposal does not comply with the provisions of the articles of association.
There are no circumstances specified in paragraph 1 of the interim proposal
The convener shall not refuse to submit the interim proposal to the shareholders’ meeting for deliberation. The convener shall issue a supplementary notice of the general meeting of shareholders within the specified time, disclosing the name of the shareholders who put forward the interim proposal, the shareholding ratio and the specific contents of the new proposal.
If the convener determines that there are circumstances specified in paragraph 1 of the interim proposal, and then determines that the shareholders’ meeting shall not vote on the interim proposal and make a resolution, he shall announce the contents of the relevant shareholders’ Interim proposal within two days after receiving the proposal, And explain the basis and legal compliance of the above determination, and hire a law firm to issue a legal opinion on the relevant reasons and their legal compliance and make an announcement.
4.8 except that there is only one director or supervisor waiting for election 4.8 except for the case that there is only one director or supervisor candidate, and the shareholding ratio of the controlling shareholders, the company shall adopt the cumulative voting system for the election of directors and supervisors when the company elects more than 30%.
Directors and supervisors shall adopt the cumulative voting system.
5.3……
5.3 of online or other voting at the general meeting of shareholders
The starting time shall not be earlier than 3:00 p.m. of the day before the shareholders’ meeting, and shall not be earlier than 9:15 a.m. of the day when the shareholders’ meeting is held. The ending time shall be later than 3:00 p.m. of the day when the shareholders’ meeting is held. 9: 30. The end time shall not be earlier than the site
3:00 p.m. on the day when the general meeting of shareholders ends.
6.3 the following matters shall be decided by the general meeting of shareholders in special The following matters shall be adopted by special resolution of the general meeting of shareholders:
6.3.1 increase or decrease of registered capital of the company 6.3.1 amendment of the articles of association and its annexes (including share capital; rules of procedure of the Dongda meeting, rules of procedure of the board of directors and rules of procedure of the company’s merger, division, dissolution or board of supervisors);
Change the company form; 6.3.2 increase or decrease of registered capital;
6.3.3 amendment of the articles of Association; 6.3.3 merger, division, dissolution or change of company form within 12 consecutive months;
The amount of major assets or guarantees exceeds the company’s 6.3.4 spin off and listing of its subsidiaries;
30% of total assets; 6.3.5 purchase and sale of major within 12 consecutive months
6.3.5 issue stocks, convertible corporate bonds, assets or guarantees with an amount exceeding 30% of the total assets of the company, bonds, preferred shares and approved by the CSRC;
Other types of securities; 6.3.6 issuance of shares, convertible corporate bonds and repurchase of shares by youyou; 6.3.7 major asset restructuring of prior shares and other securities recognized by the CSRC; varieties;
6.3.8 equity incentive plan; 6.3.7 repurchase of shares for the purpose of reducing the registered capital 6.3.9 the shareholders’ meeting decides to withdraw the public shares actively;
The company’s shares are listed and traded on the stock exchange and major asset restructuring in 6.3.8;
And decide not to trade in the exchange or transfer to the equity incentive plan in article 6.3.9;
Apply for trading in other trading places or transfer to the resolution of the general meeting of shareholders in 6.3.10 to voluntarily withdraw the company’s share transfer;; The votes are listed and traded on the stock exchange, and it is decided not to be traded on the exchange by ordinary resolution of the general meeting of shareholders in 6.3.10 or apply for trading on other places that will have a significant impact on the company and need to be traded or transferred on the trading place;
Other matters adopted by special resolutions; 6.3.11 other matters that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the company’s laws, administrative regulations and departmental regulations, and need to be adopted by special resolution chapter, normative documents and listing rules;
And other matters that need to be passed by special resolution as stipulated in the articles of association of the company or the rules of procedure of the general meeting of shareholders as stipulated in other rules of the exchange, the articles of association or 6.3.12 laws and regulations, relevant provisions of the exchange and the rules of procedure of the general meeting of shareholders. Matters that he needs to pass by special resolution.. The proposal mentioned in item 6.3.9 of the preceding paragraph shall be approved by more than two-thirds of the shareholders present at the general meeting of shareholders and more than two-thirds of the voting rights in addition to the statement held by the shareholders present at the general meeting of shareholders mentioned in items 6.3.4 and 6.3.10 of the preceding paragraph, In addition to the directors of the listed company who should attend the meeting, the directors, directors, supervisors, senior managers and independent supervisors of the listed company who should attend the meeting Senior managers and shareholders other than shareholders who individually or jointly or jointly hold more than 5% of the shares of the listed company and more than 5% of the shares of the listed company, more than two-thirds of the voting rights held by shareholders other than Dongdong, and more than two-thirds of the voting rights held by shareholders.
Yes.
6.4 shareholders (including shareholders’ agents) shall vote according to the number of voting shares represented by their shareholders (including shareholders’ agents)
