Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692)
Comparison table of amendments to the rules of procedure of the general meeting of shareholders
Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) held the 8th meeting of the 3rd board of directors on February 28, 2022, deliberated and adopted the proposal on Amending the rules of procedure of the general meeting of shareholders. The specific amendments are as follows:
Before and after modification
Article 4 the general meeting of shareholders is divided into annual general meeting and extraordinary general meeting. The annual general meeting of shareholders is held once a year, and the extraordinary general meeting of shareholders. 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. It 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 that the extraordinary general meeting of shareholders is held irregularly according to the company law, the extraordinary general meeting of shareholders shall be held according to Article 101 of the company law, and the extraordinary general meeting of shareholders shall be held within 2 months according to Article 100 of the company law, the extraordinary general meeting of shareholders shall be held within 2 months. Open.
Article 19 after the notice of the general meeting of shareholders is issued, there is no correction. 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, the general meeting of shareholders shall not be postponed or cancelled for legitimate reasons, and the proposals listed in the notice of the general meeting of shareholders shall not be cancelled. In case of any delay, the proposals listed in the notice 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 original date of the meeting or cancellation is reported to the place where the company is located in China. The convener of the Securities Regulatory Commission (hereinafter referred to as "CSRC") shall make an announcement and explain the reasons at least 2 working days before the originally scheduled date of the meeting.
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.
Article 23 the shareholders of preferred shares (or their proxies) have the right to attend the general meeting of the company on the date of registration, and all the shareholders of preferred shares (including ordinary shares) have the right to vote on the date of registration, The company and the convener shall not refuse for any reason. The convener shall not refuse for any reason.
Preferred stock shareholders do not attend the shareholders' meeting, preferred stock shareholders do not attend the shareholders' meeting, and their shares do not have voting rights. However, in one of the following circumstances, the shares do not have voting rights. However, in one of the following circumstances, the company shall notify preferred stock shareholders when convening the shareholders' meeting, and the company shall notify preferred stock shareholders when convening the shareholders' meeting, Notice to ordinary shareholders in accordance with the company law and the articles of association, and notice to ordinary shareholders in accordance with the company law and the articles of association. The procedure for preferred shareholders to attend the meeting of major 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. At the meeting, they have the right to vote separately from the shareholders of ordinary shares. Each preferred share they hold has one voting right, but each preferred share held by the company has one voting right, but the preferred shares held by the company have no voting right: the preferred shares of the company have no voting right:
(I) amend the articles of association related to preferred shares (I) amend the articles of association and its annexes (including the contents of shares; the rules of procedure of the Dongda meeting, the rules of procedure of the board of directors and the board of supervisors (II) reduce the registered capital of the company at one time or cumulatively beyond the rules of procedure);
More than 10 percent; (II) increase or decrease the registered capital;
(III) merger, division, dissolution or change of company form (III) merger, division, dissolution or change of company form; Corporate form;
(IV) issuance of preferred shares; (IV) spin off its subsidiaries for listing;
(V) other circumstances stipulated in the articles of association. (V) the resolution on the above-mentioned matters in succession as stipulated in the GEM Listing Rules shall be subject to the purchase and sale of major assets or guarantee funds within 12 months of attending the meeting. The amount of general shareholders (including preferred shareholders whose voting rights are restored) exceeds 30% of the total assets of the company; In addition to the approval of more than two-thirds of the voting rights, it shall also be subject to (VI) the repurchase of more than two-thirds of the voting rights held by the shareholders of preferred shares who issue shares, convertible corporate bonds and preferred shares attending the meeting (excluding the preferred shares whose voting rights are restored and other securities recognized by the CSRC; preferred shareholders) through (VII) to reduce the registered capital; Yes. (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.
In addition to being approved by more than two-thirds of the voting rights held by the shareholders attending the general meeting of shareholders, the proposals mentioned in items 4 and 10 of the preceding paragraph shall also be approved by the directors, supervisors, senior managers and individual or combined directors of the company attending the meeting
More than two-thirds of the voting rights held by shareholders other than those holding more than 5% of the company's shares.
The corresponding provisions of the articles of association shall comply with the provisions of the preceding two paragraphs.
The resolutions on the above matters shall be passed by more than two-thirds of the voting rights held by the ordinary shareholders (including the preferred shareholders whose voting rights are restored) present at the meeting, It must also be approved by more than two-thirds of the voting rights held by the preferred shareholders attending the meeting (excluding the preferred shareholders whose voting rights are restored).
Article 31 shareholders and matters to be considered at the general meeting of shareholders Article 31 shareholders shall withdraw from voting when they are related to matters to be considered at the general meeting of shareholders, and shall withdraw from voting when the items they hold are related, The shares with voting rights held by them are not included in the total number of shares with voting rights attending the general meeting of shareholders. Total number of shares.
When the general meeting of shareholders deliberates important matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. When the general meeting of shareholders deliberates major matters affecting the interests of small and medium-sized investors, the votes of small and medium-sized investors shall be counted separately. The results of separate vote counting shall be disclosed in a timely manner. Tickets. The results of separate vote counting shall be disclosed in a timely manner.
The company holds its own shares without voting rights, and the company holds its own shares without voting rights, and this part of the shares is not included in the voting shares attending the general meeting of shareholders, and some shares are not included in the total number of voting shares attending the general meeting of shareholders. Total number of copies.
The board of directors, independent directors and shareholders meeting the relevant provisions of the company may publicly solicit shareholders' voting rights if they buy shares with voting rights in the company in violation of the conditions of the securities law, Shareholders' voting rights shall fully disclose the information such as the intention of 30 votes after the purchase of the shares exceeding the specified proportion to the solicited person. It is prohibited to collect shareholders' voting rights by means of paid or paid in disguised form within six months, and the voting rights shall not be counted into the attending shares. The company shall not collect the total number of shares with voting rights at the general meeting.
The right to propose a minimum shareholding limit. The board of directors, independent directors, shareholders holding more than 1% of the voting shares or investor protection institutions established in accordance with laws, administrative regulations or the provisions of the CSRC may publicly solicit shareholders' voting rights. The solicitation of shareholders' voting rights shall fully disclose the specific voting intention and other information to the solicited person. It is prohibited to solicit shareholders' voting rights by means of compensation or compensation in disguised form. Except for legal conditions, the company shall not put forward a minimum shareholding limit on the solicitation of voting rights.
Article 32 when voting on the election of directors and supervisors at the general meeting of shareholders, the cumulative voting system may be implemented in accordance with the provisions of the articles of association or the resolutions of the general meeting of shareholders. The cumulative voting system can be implemented for the resolutions of the East Asian Congress. A listed company with 30% or more of the shares owned by a single shareholder and its persons acting in concert shall adopt the cumulative voting system.
Article 48 the convening and convening of the general meeting of shareholders and the convening, convening and relevant information disclosure of the general meeting of shareholders do not comply with laws and administrative regulations, the relevant information disclosure of China does not comply with laws, administrative regulations, the normative legal documents of the CSRC and the articles of association, and the normative legal documents of the CSRC and the articles of association, The CSRC and its dispatched offices shall order the company or relevant responsible person to make corrections within a time limit, and the stock exchange shall publicly condemn the person to make corrections within a time limit, and
