Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) rules of procedure of general meeting of shareholders
March, 2002
Chapter I General Provisions
Article 1 in order to regulate the behavior of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as the company) and ensure that the general meeting of shareholders exercises its 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), the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the rules of the general meeting of shareholders of the company of China Securities Regulatory Commission.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative regulations, these rules of procedure and the articles of association to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties and seriously and timely 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 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 4 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 circumstances that the extraordinary general meeting of shareholders shall be held as stipulated in Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within 2 months.
Article 5 when convening a general meeting of shareholders, the company shall hire a lawyer to issue legal opinions 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, normative legal documents of the CSRC 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 convening of the general meeting of shareholders
Article 6 the board of directors shall convene the general meeting of shareholders within the time limit specified in Article 4 of these rules of procedure. Article 7 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 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 8 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 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 9 ordinary shareholders who individually or jointly hold more than 10% of the company’s shares (including preferred shareholders whose voting rights are restored. The provisions of these rules of procedure on preferred shares apply when the company sets up preferred shares. The same below) 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 an extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders with voting rights restored) 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 an 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 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. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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 on their own.
Article 10 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.
Prior to the announcement of the resolution of the general meeting of shareholders, the shareholding ratio of the convening ordinary shareholders (including the preferred shareholders whose voting rights are restored) shall not be less than 10%.
The board of supervisors and the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and the stock exchange where the company is located when issuing the notice of the general meeting of shareholders and the announcement of the resolution of the general meeting of shareholders.
Article 11 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. 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 12 for the general meeting of shareholders convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter III proposal and notice of shareholders’ meeting
Article 13 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 14 ordinary shareholders who individually or jointly hold more than 3% of the company’s shares (including preferred shareholders whose voting rights have been restored) 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. 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 13 of these rules of procedure, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the convener shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) in the form of announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all ordinary shareholders (including preferred shareholders whose voting rights have been restored) in the form of announcement 15 days before the meeting.
Article 16 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals and all materials or explanations required to enable shareholders to make reasonable judgment on the matters to be discussed. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 17 Where 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 detailed information 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 its controlling shareholders and actual controllers;
(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 18 the notice of the shareholders’ meeting shall specify the time and place of the meeting and determine the date of equity registration. 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 19 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, it shall be reported to the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) where the company is located, and the convener shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date.
If the shareholders’ meeting is postponed, the equity registration date shall still be the date determined in the notice of the original shareholders’ meeting and shall not be changed, and the on-site meeting date after the postponement shall still comply with the provisions that the interval between the equity registration date and the equity registration date shall not be more than seven working days.
Chapter IV convening of the general meeting of shareholders
Article 20 the company shall convene the general meeting of shareholders at the place of its domicile or the place specified in the articles of association. The general meeting of shareholders shall be held in the form of on-site meeting, and shall adopt safe, economic and convenient networks and other means to facilitate shareholders’ participation in the general meeting of shareholders in accordance with laws, administrative regulations, CSRC or the articles of association. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Shareholders may attend the shareholders’ meeting in person and exercise their voting rights, or entrust others to attend and exercise their voting rights within the scope of authorization.
Article 21 if the general meeting of shareholders of the company adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of the general meeting of shareholders.
The starting time of online voting or other means of 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 when the on-site general meeting of shareholders is held, and its ending time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 22 the board of directors and other conveners shall take necessary measures to ensure the normal order of the general meeting of shareholders. Measures shall 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 the relevant departments for investigation and punishment.
Article 23 all ordinary shareholders (including preferred shareholders whose voting rights have been restored) or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders, and the company and the convener shall not refuse for any reason. If the preferred shareholders do not attend the shareholders’ meeting and their shares have no voting rights, but under any of the following circumstances, the company shall notify the preferred shareholders of the shareholders’ meeting and follow the procedures specified in the company law and the articles of Association for notifying ordinary shareholders. When attending the general meeting of shareholders, the shareholders of preferred shares have the right to vote separately from the shareholders of ordinary shares, and each preferred share they hold has one voting right, but the preferred shares of the company held by the company have no voting right:
(I) amend the articles of association and its annexes (including the rules of procedure of the general meeting of shareholders, the rules of procedure of the board of directors and the rules of procedure of the board of supervisors);
(II) increase or decrease the registered capital;
(III) merger, division, dissolution or change of corporate form of the company;
(IV) spin off its subsidiaries for listing;
(V) the purchase or sale of major assets or the amount of guarantee exceeds 30% of the total assets of the company within 12 consecutive months as stipulated in the GEM Listing Rules;
(VI) issuing stocks, convertible corporate bonds, preferred shares and other securities approved by the CSRC;
(VII) repurchase shares for reducing registered capital;
(VIII) major asset reorganization;
(IX) equity incentive plan;
(x) the general meeting of shareholders of the company decides to withdraw the listing and trading of its shares in Shenzhen Stock Exchange, and decides not to trade in the exchange or apply for trading or transfer in other trading places;
（11） Other matters that the general meeting of shareholders determines by ordinary resolution will have a significant impact on the company and need to be passed by special resolution;
（12） Other matters that need to be passed by special resolution as stipulated by laws and regulations, relevant provisions of Shenzhen Stock Exchange, the articles of association or the rules of procedure of the general meeting of shareholders.
The proposals mentioned in items 4 and 10 of the preceding paragraph shall not only be adopted by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders, but also by more than two-thirds of the voting rights held by other shareholders attending the meeting except the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
The corresponding provisions of the articles of association shall comply with the provisions of the preceding two paragraphs.
Resolutions on the above matters shall be adopted by more than two-thirds of the voting rights held by the shareholders of ordinary shares (including the shareholders of preferred shares with restored voting rights) present at the meeting, and by more than two-thirds of the voting rights held by the shareholders of preferred shares (excluding the shareholders of preferred shares with restored voting rights) present at the meeting.
Article 24 shareholders shall present their stock account cards, identity cards or other valid certificates or certificates indicating their identity to the shareholders’ meeting. The proxy shall also submit the power of attorney of the shareholder and the valid ID card of the individual.
Article 25 the convener and the lawyer shall jointly verify the legitimacy of the shareholders’ qualification according to the register of shareholders provided by the securities registration and clearing institution, and register the names of the shareholders and the number of voting shares they hold. The registration of the meeting shall be terminated before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held.
Article 26 when the company convenes the general meeting of shareholders, all directors, supervisors and the Secretary of the board of directors shall attend the meeting, and the manager and other senior managers shall attend the meeting as nonvoting delegates.
Article 27 the general meeting of shareholders shall be presided over by the chairman. When the chairman is unable or fails to perform his duties, the vice chairman shall preside over the meeting; When the vice 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.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. When the chairman of the board of supervisors is unable or fails to perform his duties, the vice chairman of the board of supervisors shall preside over the meeting; The vice chairman of the board of supervisors is unable or fails to perform his duties
