Anhui Genuine New Materials Co.Ltd(603429)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to protect the legitimate rights and interests of shareholders, ensure the normal convening of the general meeting of shareholders and perform the functions of the highest authority, Anhui Genuine New Materials Co.Ltd(603429) (hereinafter referred to as “the company”) hereby formulates these rules of procedure in accordance with the company law and other laws, administrative regulations, departmental rules and the articles of association.
Article 2 the general meeting of shareholders is composed of all shareholders of the company. It is the authority of the company and decides all major affairs of the company.
Chapter II Rights and obligations of shareholders
Article 3 the shareholders of the company are those who hold the shares of the company according to law. Shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding the same kind of shares shall enjoy the same rights and bear the same obligations.
Article 4 the company shall establish a register of shareholders according to law. The register of shareholders is sufficient evidence to prove that shareholders hold shares of the company.
Article 5 shareholders of the company enjoy the following rights:
(I) receive dividends and other forms of benefit distribution according to the shares they hold;
(II) request, convene, preside over, participate in or appoint shareholders’ trustees to attend the general meeting of shareholders according to law, and exercise corresponding voting rights;
(III) supervise the operation of the company and put forward suggestions or questions;
(IV) transfer, gift or pledge its shares in accordance with laws, administrative regulations, departmental rules and the articles of Association;
(V) consult the articles of association, register of shareholders, stubs of corporate bonds, minutes of the general meeting of shareholders, resolutions of the board of directors, resolutions of the board of supervisors and financial and accounting reports;
(VI) when the company is terminated or liquidated, participate in the distribution of the remaining property of the company according to its share of shares;
(VII) shareholders who disagree with the resolution on the merger and division of the company made by the general meeting of shareholders require the company to purchase their shares;
(VIII) other rights stipulated by laws, administrative regulations, departmental rules or the articles of association. Article 6 Where a shareholder requests to consult the relevant information mentioned in the preceding article or ask for information, he shall provide the company with written documents proving the type and number of shares he holds in the company. After verifying the identity of the shareholder, the company shall provide it at the request of the shareholder.
Article 7 if the resolution of the shareholders’ meeting violates laws and administrative regulations, the shareholders have the right to request the people’s court to determine it invalid.
If the convening procedures and voting methods of the general meeting of shareholders violate laws, administrative regulations, departmental rules or the articles of association, or the contents of the resolution violate the articles of association, the shareholders may request the people’s court to revoke the resolution within 60 days from the date of making the resolution.
Article 8 the shareholders of the company shall undertake the following obligations:
(I) abide by laws, administrative regulations, departmental rules and the articles of Association;
(II) pay the share capital in accordance with the shares subscribed and the method of participation;
(III) the company shall not withdraw its shares except under the circumstances prescribed by laws and administrative regulations;
(IV) not abuse the rights of shareholders to damage the interests of the company or other shareholders; The independent status of the company’s legal person and the limited liability of shareholders shall not be abused to damage the interests of the company’s creditors;
Where a shareholder of a company abuses his rights and causes losses to the company or other shareholders, he shall be liable for compensation according to law.
Where the shareholders of the company abuse the independent status of the company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the creditors of the company, they shall be jointly and severally liable for the debts of the company.
(V) other obligations stipulated in laws, administrative regulations, departmental rules and the articles of association.
Article 9 when exercising the voting rights, the controlling shareholders of the company shall not make decisions detrimental to the legitimate rights and interests of the company and other shareholders.
Article 10 the “controlling shareholder” mentioned in these Rules refers to the shareholder whose shares account for more than 50% of the total share capital of the company; Or shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders. Specifically refers to shareholders who meet one of the following conditions:
(I) when the person acts alone or in concert with others, more than half of the directors can be elected;
(II) when acting alone or in concert with others, this person can exercise more than 30% of the voting rights of the company or control the exercise of more than 30% of the voting rights of the company; (III) when acting alone or in concert with others, the person holds more than 30% of the shares of the company;
(IV) when acting alone or in concert with others, the person may actually control the company in other ways.
The term “concerted action” as mentioned in this article refers to the act of two or more people reaching an agreement (whether oral or written) to obtain the right to vote on the company through any one of them, so as to achieve or consolidate the purpose of controlling the company.
Chapter III functions and powers of the general meeting of shareholders
Article 11 the general meeting of shareholders is the authority of the company and exercises the following functions and powers according to law: (I) decide on the company’s business policy and investment plan;
(II) elect and replace directors and supervisors who are not staff 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 shares, the repurchase of shares of the company and the issuance of corporate bonds due to the circumstances specified in items (I) and (II) of Article 25 of the articles of Association;
(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 employment and dismissal of accounting firms by the company;
（12） External guarantees of the company other than authorizing the board of directors to review;
（13） 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;
（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） Review and approve major related party transactions;
（17） Review the following external guarantees of the company:
1. Any guarantee provided after the total amount of external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
2. Any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
3. The guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
4. The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
5. The amount of a single guarantee exceeds 10% of the company’s latest audited net assets; 6. Guarantees provided to shareholders, actual controllers and their affiliates;
7. Other guarantees stipulated by the Shanghai Stock Exchange or the articles of association.
For the guarantee matters within the authority of the board of directors, in addition to the approval of more than half of all directors, it shall also be approved by more than two-thirds of the directors attending the meeting of the board of directors.
When the general meeting of shareholders deliberates the guarantee matters in Item (IV) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such 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, and the controlling shareholders, actual controllers and their affiliates shall provide counter guarantee.
The accountability mechanism for violating the approval authority and review procedures shall be implemented in accordance with the company’s external guarantee management system and other relevant provisions.
（18） 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.
Chapter IV convening and notification of shareholders’ meeting
Article 12 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 six months after the end of the previous fiscal year.
Article 13 under any of the following circumstances, the company shall convene an extraordinary general meeting of shareholders within two months from the date of occurrence:
(I) the number of directors is less than two-thirds of the number specified in the company law or the articles of Association;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) at the request of shareholders who individually or jointly hold more than 10% of the company’s shares;
(IV) when the board of directors deems it necessary;
(V) when the board of supervisors proposes to hold a meeting;
(VI) proposed by independent directors and approved by the board of directors;
(VII) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association of the company.
Article 14 the general meeting of shareholders shall only make resolutions on the matters listed in the notice.
Article 15 the shareholders’ meeting shall be convened by the board of directors according to law and presided over by the chairman of the board of directors; When the chairman is unable or fails to perform his duties, a director jointly elected by more than half of the directors shall preside over the meeting; If the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting 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 16 when the company holds the annual general meeting of shareholders, the convener shall notify the shareholders of the company 20 days before the meeting is held. When the company holds an extraordinary general meeting of shareholders, the convener shall notify the shareholders of the company 15 days before the meeting is held.
Article 17 If the company is unable to convene the general meeting of shareholders within the time limit specified in Article 16, it shall explain the reasons and notify.
Article 18 the notice of the shareholders’ meeting 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 trustee in writing to attend and vote at the meeting. The shareholder trustee does not need to 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;
(VI) voting time and procedures by network or other means.
Article 19 the interval between the equity registration date and the meeting date determined in the notice of the shareholders’ meeting shall not be more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 20 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 notify and explain the reasons at least two working days before the original date of the meeting.
Article 21 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 shall issue a notice of convening the general meeting of shareholders within five 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.
Article 22 when the board of supervisors proposes to convene an extraordinary general meeting of shareholders to the board of directors, it 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 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 five 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 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 23 shareholders who individually or jointly hold more than 10% of the company’s shares shall submit a written request to the board of directors for convening 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 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 five days after the resolution of the board of directors is made. Any change to 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 who individually or jointly hold 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 five days after receiving the request. The change of the original request 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 24 Where a shareholder convenes a general meeting of shareholders on his own, the proportion of shares held by the convening shareholder shall not be less than 10% before a resolution is made at the general meeting of shareholders.
Article 25 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 Shanghai stock exchange for the record.
Article 26 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 on the date of equity registration. The register of shareholders obtained by the convener shall not be used for any purpose other than convening the general meeting of shareholders.
Article 27 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter V proposals of the general meeting of shareholders
Article 28 the proposals of the general meeting of shareholders shall have the specific contents and scope of authority specified in the articles of association and relevant administrative regulations, and shall be in line with the provisions of the laws and regulations of the general meeting of shareholders.
Article 29 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, upon receipt of the proposal
