Shandong Delisi Food Co.Ltd(002330)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of the shareholders of Shandong Delisi Food Co.Ltd(002330) (hereinafter referred to as the “company”), clarify the responsibilities and authorities of the general meeting of shareholders and ensure that the general meeting of shareholders exercises its functions and powers according to law, in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the Shandong Delisi Food Co.Ltd(002330) articles of Association (hereinafter referred to as the “articles of association”) and relevant national laws These rules are formulated in accordance with the provisions of laws, regulations and normative documents.
Article 2 the company shall convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, regulations, the articles of association and these rules 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 is the authority of the company and shall exercise the following functions and powers within the scope specified in the company law and other relevant laws, regulations, normative documents and the articles of association:
(I) determine the company’s business policy and investment plan;
(II) elect and replace directors who are not staff representatives, and decide on the remuneration of relevant directors; (III) elect and replace the supervisors held by the shareholder representatives, and decide on the remuneration of the supervisors;
(IV) review and approve the report of the board of directors;
(V) review and approve the report of the board of supervisors;
(VI) review and approve the company’s annual financial budget plan and final account plan;
(VII) review and approve the company’s profit distribution plan and loss recovery plan;
(VIII) make resolutions on the increase or decrease of the company’s registered capital;
(IX) make resolutions on the issuance of corporate bonds;
(x) make resolutions on the merger, division, change of corporate form, dissolution and liquidation of the company; （11） Amend the articles of Association;
（12） Deliberating and approving the guarantee matters specified in Article 40 of the articles of Association;
（13） Make resolutions on the employment and dismissal of accounting firms by the company;
（14） 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;
（15） Review and approve the change of the purpose of the raised funds;
（16） Review the equity incentive plan and employee stock ownership plan;
（17） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, regulations and 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.
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 any of the circumstances described in Article 5 of these rules, the extraordinary general meeting of shareholders shall be held within 2 months. If the company is unable to convene the general meeting of shareholders within the above-mentioned period, it shall report to the dispatched office of the CSRC and Shenzhen stock exchange where the company is located, explain the reasons and make an announcement.
Article 5 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 6;
(II) when the company’s outstanding losses reach one-third of the total paid in share capital;
(III) written request from 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) other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
Chapter II convening of the general meeting of shareholders
Article 6 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Articles 4 and 5 of these rules.
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 will explain the reasons.
Article 8 the board of directors shall have the right to propose in writing to the board of directors to convene an interim general meeting. 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 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 request in the notice shall be approved by the relevant shareholders.
If the board of supervisors fails to issue the notice of convening 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 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 stock exchange for the record.
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%.
The board of supervisors and convening shareholders shall submit relevant supporting materials to the stock exchange when issuing the notice of the general meeting of shareholders and Issuing 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 will provide the register of shareholders on the equity registration date. 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 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 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 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, 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, the general meeting of shareholders shall not vote and make resolutions.
Article 15 the convener will notify all shareholders by public announcement 20 days before the annual general meeting and 15 days before the extraordinary general meeting.
Article 16 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;
(VI) voting time and procedures by network or other means.
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.
The notice of the general meeting of shareholders and the supplementary notice shall fully and completely disclose all the specific contents of all proposals, as well as all the materials or explanations required to enable the shareholders to make a 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 will be disclosed at the same time when issuing the notice or supplementary notice of the general meeting of shareholders.
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.
The nomination methods and procedures of directors and supervisors are as follows:
The candidates for the first board of directors and the first board of supervisors of the company shall be nominated by the sponsors. The nomination methods and procedures of other directors and supervisors are as follows:
(I) in case of re-election of the board of directors or addition of directors to the current board of directors, the current board of directors and shareholders holding more than 3% of the company’s shares alone or in total may nominate candidates for directors or additional directors of the next board of directors held by non employee representatives according to the number not exceeding the number to be elected;
(II) when the board of supervisors is re elected or the current board of supervisors adds supervisors, the current board of supervisors and shareholders individually or jointly holding more than 3% of the company’s shares may nominate candidates for supervisors of the next board of supervisors or additional supervisors held by non employee representatives according to no more than the number to be elected;
(III) the shareholders shall submit the resumes and basic information of the candidates for directors or supervisors nominated by them to the current board of directors. The current board of directors shall conduct qualification examination, and those who meet the qualification of directors or supervisors shall be submitted to the general meeting of shareholders for election;
(IV) candidates for directors or supervisors shall make written commitments according to the requirements of the company, including but not limited to: agreeing to accept the nomination, promising to submit their personal information to be true and complete, and ensuring that they can effectively perform their duties after being elected.
Article 18 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 each shareholder at least 2 working days before the original date of the meeting and explain the reasons.
Chapter IV convening of the general meeting of shareholders
Article 19 the place where the company holds the general meeting of shareholders is: the domicile of the company.
The general meeting of shareholders will be held in the form of on-site meeting. The company shall provide convenience for shareholders to participate in the general meeting of shareholders by means of online voting. 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 20 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 21 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 22 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders and exercise their voting rights in accordance with relevant laws, regulations and the articles of association. The company and the convener shall not refuse for any reason.
Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
Article 23 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 accept the entrustment to attend the meeting on behalf of others shall also show their valid ID card and the 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 24 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall specify the following
