Xinjiang International Industry Co.Ltd(000159)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the organization and behavior of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the company) and ensure the shareholders to exercise their functions and powers according to law, these rules of procedure are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law) and other relevant laws, regulations, normative documents and the provisions of the articles of association of Xinjiang International Industry Co.Ltd(000159) (hereinafter referred to as the articles of association).
Article 2 These Rules of procedure are an annex to the articles of association. In case of any conflict with the articles of association, the provisions of the articles of association shall be followed. Article 3 in case of any contradiction or conflict between these rules of procedure and relevant laws, regulations and normative documents, the corresponding laws, regulations and normative documents shall prevail, and these rules of procedure shall be amended in time.
Article 4 the general meeting of shareholders shall exercise its functions and powers within the scope specified in the company law and other relevant laws, regulations, normative documents and the articles of association, and shall not interfere with the disposal of shareholders’ rights.
Chapter II authorization of the general meeting of shareholders
Article 5 authorize the board of directors to consider and approve the related party transactions with the amount of less than 30 million yuan or less than 5% of the absolute value of the latest audited net assets; The related party transactions not disclosed in the listing rules are authorized to be exercised by the management.
Article 6 in accordance with the provisions of relevant laws, regulations, normative documents and the articles of association, the general meeting of shareholders authorizes the board of directors to review and approve the foreign investment, acquisition and sale of assets, disposal of assets, provision of financial assistance, lease in or lease out assets, loans, guarantees, entrusted or entrusted management of assets and businesses that must be reviewed by the general meeting of shareholders Transactions such as giving or receiving donated assets, reorganization of creditor’s rights and debts, signing of license agreement, transfer or transfer of research and development projects. Article 7 the management of the company is authorized to exercise its functions and powers within the authority of the rules of procedure of the general manager’s office meeting for the transactions in the preceding paragraph that do not need to be disclosed according to the rules of procedure of the Shenzhen Stock Exchange.
Article 8 in accordance with the provisions of relevant laws, regulations and normative documents, the general meeting of shareholders authorizes the board of directors to consider transactions in which the company purchases and sells major assets within one year, which does not exceed 30% of the company’s latest audited total assets.
Chapter III annual general meeting of shareholders
Article 9 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting.
Article 10 the annual general meeting of shareholders shall be held once a year and shall be held within six months after the end of the previous fiscal year. If the company is unable to convene the general meeting of shareholders for any reason within the above-mentioned period, it shall report to Shenzhen Stock Exchange, explain the reasons and make an announcement. Article 11 the agenda of the annual general meeting of shareholders shall include the following contents:
(I) review and approve the report of the board of directors;
(II) review and approve the report of the board of supervisors;
(III) review and approve the company’s annual financial budget plan and final settlement plan;
(IV) review and approve the company’s profit distribution plan and loss recovery plan;
(V) make resolutions on the employment and dismissal of accounting firms by the company.
Article 12 at the annual general meeting of shareholders, the board of directors shall report to the general meeting of shareholders on the implementation of the matters to be handled by the board of directors in the resolutions of the general meeting of shareholders since the previous annual general meeting of shareholders.
Article 13 at the annual general meeting of shareholders, the board of supervisors shall read out the special supervision report of the company in the past year, including:
(I) financial inspection of the company;
(II) the due diligence of directors and senior managers in performing their duties of the company and the implementation of relevant laws, regulations, the articles of association and the resolutions of the general meeting of shareholders;
(III) other major events that the board of supervisors believes should be reported to the general meeting of shareholders. When the board of supervisors deems it necessary, it may also give opinions on the proposals considered by the general meeting of shareholders and submit an independent report.
Chapter IV extraordinary general meeting
Article 14 the extraordinary general meeting of shareholders shall be held irregularly. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 months from the date of occurrence:
(I) the number of directors is less than 6;
(II) when the company’s outstanding losses reach 1 / 3 of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company;
(IV) when the board of directors deems it necessary;
（5） The proposal of independent directors and the consent of more than half of all independent directors;
(VI) when the board of supervisors proposes to hold a meeting;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Item (III) of this article shall be calculated according to the date when the shareholder puts forward a written request.
Article 15 independent directors have the right to 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 of shareholders, 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 of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will 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 will explain the reasons and make a public announcement.
Article 16 the board of supervisors has the right to propose to the board of directors to convene an extraordinary general meeting of shareholders, which shall be submitted to the board of directors in writing. 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 the extraordinary general meeting of shareholders within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it will issue a notice of convening the general meeting of shareholders within 5 days after the resolution of the board of directors is made. The change of 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 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 17 shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and shall submit it to the board of directors in writing. 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 the extraordinary general meeting of shareholders within 10 days after receiving the request.
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. The change of the original request in the notice shall be approved by the 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 individually or jointly holding more than 10% of the company’s shares have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and shall 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 proposal in the notice shall be approved by the 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 18 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 file with the local office of the CSRC and the stock exchange where the company is located.
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 stock exchange where the company is located.
Article 19 the board of directors and the Secretary of the board of directors will 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 on the date of equity registration.
Article 20 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company.
Chapter V proposal and notice of shareholders’ meeting
Article 21 the contents of the proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 22 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 company’s shares 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 and announce the contents of the interim proposal.
Except for the circumstances specified in the preceding paragraph, after issuing the notice and announcement of the general meeting of shareholders, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals.
For proposals that are not listed in the notice of the shareholders’ meeting or do not comply with the provisions of the articles of association, the shareholders’ meeting shall not vote and make resolutions.
Article 23 the convener will notify all shareholders in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders will notify all shareholders in the form of announcement 15 days before 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: all shareholders have the right to attend the general meeting of shareholders and can entrust a proxy in writing to attend the meeting and vote. The proxy need not be a shareholder of the company;
(IV) the date of equity registration of shareholders entitled to attend the general meeting of shareholders;
(V) name and telephone number of permanent contact person for conference affairs.
The notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
If the shareholders’ meeting adopts the network mode, the voting time and voting procedures of the network mode shall be clearly stated in the notice of the shareholders’ meeting. The start time of online voting at the general meeting of shareholders shall not be earlier than 3:00 p.m. on the day before the on-site general meeting of shareholders, and shall not be later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and its end time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
The interval between the date of equity registration and the date of the meeting shall not be more than 7 working days. Once the equity registration date is confirmed, it shall not be changed.
Article 25 Where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will 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 a related 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 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 26 after the notice of the general meeting of shareholders is issued, the general meeting of shareholders shall not be postponed or cancelled without justified reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of delay or cancellation, the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
Chapter VI convening of the general meeting of shareholders
Article 27 the general meeting of shareholders shall be convened by the board of directors. If the board of directors is unable or fails to perform its duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over it in time; If the board of supervisors does not convene and preside over the meeting, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own.
Article 28 after deciding to convene the general meeting of shareholders, the Secretary of the board of directors shall be responsible for matters related to the general meeting of shareholders, including:
(I) draft (or drafted by other relevant departments), print, produce and distribute the materials of the conference;
(II) verify the qualifications of the participants, register and count the meeting affairs, and do a good job in the counting of votes;
(III) maintain the order of the venue;
(IV) other work related to conference affairs.
Article 29 before the company convenes the general meeting of shareholders, the board of directors shall fully notify the shareholders of the following information:
(I) proposals to be submitted to the general meeting of shareholders for deliberation;
(II) the contracts and specific conditions of major transactions to be considered by the general meeting of shareholders, as well as the explanations and explanations made by the board of directors on the causes and consequences of the above matters;
(III) the interest relationship between the matters to be considered at the general meeting of shareholders and any affiliated enterprise, directors, supervisors, general manager or other senior managers, the nature and degree of interest, and the impact of such interest on shareholders;
(IV) other materials or explanations that the board of directors deems helpful for shareholders to make a wise decision on the proposal;
(V) other matters stipulated in the articles of association.
Article 30 the board of directors and other conveners of the company will take necessary measures to ensure the normal order of the general meeting of shareholders. Measures will be taken to stop the acts of interfering with the general meeting of shareholders, making trouble and infringing upon the legitimate rights and interests of shareholders, and timely report to relevant departments for investigation and punishment.
Article 31 all shareholders or their agents registered on the date of equity registration have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, regulations and the articles of association.
Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
Article 32 If an individual shareholder attends the meeting in person, he shall show his ID card or other valid certificates or certificates that can indicate his identity and stock account card; Those who entrust others to attend the meeting shall show their valid ID card and power of attorney of shareholders.
The legal representative or the agent entrusted by the legal representative shall attend the meeting. If the legal representative attends the meeting, he / she shall show his / her ID card and valid certificate proving his / her qualification as legal representative; If an agent is entrusted to attend the meeting, the agent shall present his ID card and the written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 33 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item included in the agenda of the general meeting of shareholders;
