Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) general meeting voting and counting system
March, 2002
Chapter I General Provisions
Article 1 in order to regulate the voting and counting of votes at the general meeting of shareholders of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) (hereinafter referred to as “the company”), establish and improve the voting mechanism of small and medium-sized investors, ensure that all shareholders fully exercise their rights and earnestly safeguard the interests of small and medium-sized investors, according to the company law of the people’s Republic of China and the securities law of the people’s Republic of China The opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110), the guidelines for the articles of association of listed companies (revised in 2014), the rules for the general meeting of shareholders of listed companies (revised in 2014) and the Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) articles of Association (hereinafter referred to as the “articles of association”) This system is hereby formulated in accordance with the rules of procedure of Anhui Zhonghuan Environmental Protection Technology Co.Ltd(300692) general meeting of shareholders (hereinafter referred to as “rules of procedure of general meeting of shareholders”).
Article 2 all shareholders or their agents registered on the equity registration date have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations, the articles of association, the rules of procedure of the general meeting of shareholders and this system. Article 3 the general meeting of shareholders shall be held in the form of on-site meeting at the domicile of the company.
After listing, the company shall also 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.
In case of online voting at the general meeting of shareholders of the company, the identity of shareholders shall be confirmed in strict accordance with the relevant provisions issued by Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”).
Article 4 resolutions of the general meeting of shareholders are divided into ordinary resolutions and special resolutions.
An ordinary resolution made by the general meeting of shareholders shall be adopted by more than 1 / 2 of the voting rights held by the shareholders (including shareholders’ agents) attending the general meeting of shareholders.
A special resolution made by the general meeting of shareholders shall be adopted by more than 2 / 3 of the voting rights held by the shareholders (including their agents) attending the general meeting of shareholders.
Article 5 the following matters shall be adopted by the general meeting of shareholders by ordinary resolution:
(I) work reports of the board of directors and the board of supervisors;
(II) profit distribution plan and loss recovery plan prepared by the board of directors;
(III) appointment and removal of members of the board of directors and the board of supervisors and their remuneration and payment methods;
(IV) annual budget plan and final settlement plan of the company;
(V) annual report of the company;
(VI) other matters except those required by laws, administrative regulations or the articles of association to be adopted by special resolution.
Article 6 the following matters shall be adopted by the general meeting of shareholders by special resolution:
(I) the company increases or decreases its registered capital;
(II) division, division, merger, dissolution and liquidation of the company;
(III) amendment of the articles of Association;
(IV) the company purchases or sells major assets within one year or the guarantee amount exceeds 30% of the company’s latest audited total assets;
(V) equity incentive plan;
(VI) adjust the profit distribution policy;
(VII) other matters stipulated by laws, administrative regulations or the articles of association, as well as those 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.
Article 7 after the company is listed, the company will hire a lawyer to witness the shareholders’ meeting, and issue legal opinions on the following issues and make an announcement:
(I) whether the convening and convening procedures of the meeting comply with laws, administrative regulations 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 General Provisions
Article 8 shareholders (including shareholders’ agents) exercise their voting rights based on the number of voting shares they represent, and each share has one vote.
When the general meeting of shareholders deliberates on 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.
The shares of the company held by the company have no voting rights, and these shares are not included in the total number of shares with voting rights attending the general meeting of shareholders.
The board of directors, independent directors and shareholders meeting the relevant requirements 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. The company shall not impose a minimum shareholding limit on the solicitation of voting rights. Article 9 for the same voting right, only one of on-site, online or other voting methods can be selected. In case of repeated voting of the same voting right, the first voting result shall prevail.
Article 10 the general meeting of shareholders shall vote by open ballot.
Article 11 when the general meeting of shareholders deliberates on related party transactions, related shareholders shall not participate in voting, and the number of voting shares they represent shall not be included in the total number of valid votes; The announcement of the resolution of the general meeting of shareholders shall fully disclose the voting of non affiliated shareholders.
When the general meeting of shareholders deliberates on related party transactions, the withdrawal and voting procedures of related shareholders are that before the general meeting of shareholders deliberates on related party transactions, related shareholders shall withdraw by themselves; If the affiliated shareholders fail to withdraw themselves, any other shareholders or shareholders’ agents attending the general meeting of shareholders have the right to request the affiliated shareholders to withdraw. If other shareholders or shareholders’ agents make a withdrawal request, and the shareholders who are requested to withdraw think they are not within the scope of withdrawal, they shall explain the reasons to the general meeting of shareholders. If the requesting shareholder or shareholder’s agent cannot be persuaded after explaining the reasons, the general meeting of shareholders shall record the dispute over whether the relevant shareholder is an affiliated shareholder and the different results formed by the participation and non participation of relevant shareholders in the voting of relevant proposals. After the shareholders’ meeting, the board of directors shall request the competent department to determine the identity of relevant shareholders, determine the final voting result and notify all shareholders. Except for the exemption and avoidance approved by the competent department under special circumstances.
Article 12 before voting on the proposal, the general meeting of shareholders shall elect two shareholders’ representatives to participate in vote counting and supervision. If the matters under consideration have an interest in the shareholders, the relevant shareholders and agents shall not participate in the counting and supervision of votes. When the general meeting of shareholders votes on a proposal, lawyers, shareholders’ representatives and supervisors’ representatives shall be jointly responsible for counting and supervising votes, and the voting results shall be announced on the spot. The voting results of the resolution shall be recorded in the minutes of the meeting.
Shareholders or their proxies who vote through the Internet or other means have the right to check their voting results through the corresponding voting system.
Article 13 the on-site closing time of the general meeting of shareholders shall not be earlier than the network or other means. The chairman of the meeting shall announce the voting status and results of each proposal, and announce whether the proposal is passed according to the voting results.
Before the formal announcement of the voting results, the company, vote counter, scrutinizer, major shareholders, network service provider and other relevant parties involved in the on-site, online and other voting methods of the general meeting of shareholders shall have the obligation to keep the voting confidential.
Article 14 shareholders attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain.
Votes that are not filled in, wrongly filled in, illegible and not cast shall be deemed to have waived the voting right, and the voting result of the number of shares held by them shall be counted as “waiver”.
Article 15 if the chairman of the meeting has any doubt about the result of the resolution submitted for voting, he may organize a counting of the votes cast; If the chairman of the meeting fails to count the votes, and the shareholders or shareholders’ agents present at the meeting have objections to the results announced by the chairman of the meeting, they have the right to request the counting of votes immediately after announcing the voting results, and the chairman of the meeting shall organize the counting of votes immediately.
Article 16 after the company is listed, the resolution of the general meeting of shareholders shall be announced in time. The announcement of the resolution of the general meeting of shareholders shall include the following contents:
(I) the time, place, method, convener and host of the meeting, and the description of whether it complies with relevant laws, administrative regulations, departmental rules, normative documents and the articles of Association;
(II) the number of shareholders (agents) attending the meeting, the shares held (agents) and the proportion in the total voting shares of the listed company;
(III) voting method of each proposal;
(IV) voting results of each proposal. If a resolution is made on a shareholder’s proposal, the name, shareholding ratio and content of the proposal shall be listed; If related party transactions are involved, the avoidance of voting by related shareholders shall be explained; In case of matters involving separate vote counting by minority shareholders, the results of separate vote counting shall be explained; (V) if the shareholders’ meeting rejects the proposal, the full text of the legal opinion shall be disclosed.
If the proposal is not adopted or the resolution of the previous shareholders’ meeting is changed at this shareholders’ meeting, special tips shall be made in the announcement of the resolution of the shareholders’ meeting.
Chapter III separate vote counting of minority shareholders
Article 17 The term “minority shareholders” as mentioned in this system refers to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
Article 18 when the general meeting of shareholders deliberates on major matters affecting the interests of minority shareholders, the votes of minority shareholders at the general meeting of shareholders shall be counted separately.
The major matters affecting the interests of minority shareholders mentioned in the preceding paragraph refer to the matters that should be given independent opinions by independent directors in accordance with the guidelines for self discipline and supervision of GEM listed companies No. 2 of Shenzhen Stock Exchange – standardized operation of GEM listed companies, as well as other important matters affecting the interests of minority shareholders or other important matters of the CSRC Other matters requiring separate vote counting by minority shareholders as required by Shenzhen Stock Exchange.
Article 19 If the votes of minority shareholders are counted separately, the resolution of the general meeting of shareholders of the company shall state the number of affirmative votes, negative votes and abstention votes of minority shareholders on relevant proposals and their proportion in the total number of voting shares attending the general meeting of shareholders. After the company is listed, the above-mentioned separate vote counting results shall be disclosed in the announcement of the resolution of the general meeting of shareholders. Chapter IV cumulative voting system
Article 20 when electing directors or supervisors at the general meeting of shareholders of the company, if it is necessary to implement the cumulative voting system in accordance with the articles of association, the provisions of this chapter shall apply.
The cumulative voting system mentioned in the preceding paragraph refers to that when the general meeting of shareholders of the company elects directors (including independent directors and non independent directors) or supervisors (referring to supervisors held by shareholders’ representatives), each share with voting rights has the same voting rights as the number of directors or supervisors to be elected, and the voting rights owned by shareholders can be used intensively. The voting rights of shareholders can be centralized to one director or supervisor candidate, or distributed to several director or supervisor candidates, but the cumulative number of votes cast by each shareholder shall not exceed the total number of votes it has.
Article 21 when electing directors or supervisors at the general meeting of shareholders of the company, if the cumulative voting system is required according to the articles of association, when it is proposed to elect directors or supervisors at the general meeting of shareholders, the board of directors shall indicate in the notice of convening the general meeting that the cumulative voting system is adopted for the election of directors or supervisors.
Article 22 before the shareholders’ meeting votes on the candidates for directors or supervisors, the chairman of the meeting or his designated personnel shall clearly inform the shareholders attending the meeting that the cumulative voting method shall be adopted for the candidates for directors or supervisors. The board of directors must prepare ballot papers suitable for cumulative voting, and explain the cumulative voting rules and ballot filling methods, so as to ensure the correct exercise of shareholders’ voting rights.
Article 23 voting principle:
(I) calculation method of cumulative voting system
1. The product of the number of voting shares held by each shareholder multiplied by the number of directors or supervisors elected at the general meeting of shareholders is the total cumulative voting rights held by that shareholder.
2. When multiple rounds of elections are held at the general meeting of shareholders, the total cumulative voting rights of shareholders shall be recalculated according to the number of directors or supervisors to be elected in each round.
3. Any shareholder, independent director of the company, supervisor, scrutineer of the shareholders’ meeting or witness lawyer who has any objection to the announced result shall immediately check it.
(II) when the cumulative voting system is adopted, the election of independent directors, non independent directors and supervisors of the company shall be conducted separately. The specific operations are as follows:
1. When electing independent directors, the total number of voting rights of each shareholder is equal to the product of the number of shares held by each shareholder multiplied by the number of independent directors to be elected at the general meeting of shareholders. The number of votes can only be cast on the candidates for independent directors at the general meeting of shareholders of the company.
2. When electing non independent directors, the total number of voting rights of each shareholder is equal to the product of the number of shares held by him multiplied by the number of non independent directors to be elected at the general meeting of shareholders. The number of votes can only be voted for the candidates of non independent directors at the general meeting of shareholders of the company.
3. When electing supervisors, the total number of voting rights of each shareholder is equal to the product of the number of shares held by each shareholder multiplied by the number of supervisors to be elected at the general meeting of shareholders. The number of votes can only be voted for the supervisor candidates at the general meeting of shareholders of the company.
(III) voting rules
1. All shareholders have the right to vote for any director or supervisor candidate in accordance with their own wishes (the proxy shall follow the instructions of the power of attorney of the principal), but the number of candidate directors or supervisors shall not exceed the number of directors or supervisors to be elected.
2. When the total number of votes exercised by a shareholder on one or more candidates for directors or supervisors is more than its cumulative votes, the shareholder’s vote is invalid and shall be deemed to have given up the vote.
3. When the number of candidate directors or supervisors voted by a shareholder exceeds the number of directors or supervisors to be elected, all the votes of the shareholder will also be deemed to have abstained.
4. When the total number of centralized or decentralized votes exercised by a shareholder on one or more candidates for directors or supervisors is equal to or less than its cumulative votes, the shareholder’s vote is valid, and the difference between the cumulative votes and the actual votes is deemed to be abandoned.
5. After the voting, the scrutineer of the general meeting of shareholders shall count the votes, announce the votes of each director or supervisor candidate, and determine the candidates for directors or supervisors according to the number of votes obtained by the director or supervisor candidate. The chairman of the meeting shall announce the list of elected directors and supervisors on the spot.
Article 24 election principles of directors or supervisors:
(I) the number and structure of directors or supervisors elected by the general meeting of shareholders shall comply with the provisions of the articles of association. Candidates for directors or supervisors shall be selected according to their votes
