Henan Liliang Diamond Co.Ltd(301071)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to regulate the behavior of Henan Liliang Diamond Co.Ltd(301071) (hereinafter referred to as “the company” or “the company”) and ensure that the general meeting of shareholders exercises its functions and powers in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) Securities Law of the people’s Republic of China, Shenzhen Stock Exchange GEM Listing Rules, listed company governance standards, rules of shareholders’ meeting of listed companies, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 – standardized operation of GEM listed companies, Henan Liliang Diamond Co.Ltd(301071) articles of Association (hereinafter referred to as the articles of association) and other relevant provisions, and these rules are formulated in combination with the actual situation of the company.
Article 2 shareholders enjoy rights and undertake obligations according to the types of shares they hold; Shareholders holding shares of the same kind shall enjoy the same rights and undertake the same obligations.
When the company holds a general meeting of shareholders, distributes dividends, liquidates and engages in other acts that need to confirm the identity of shareholders, the board of directors or the convener of the general meeting of shareholders shall determine the equity registration date. The shareholders registered after the closing of the equity registration date are the shareholders with relevant rights and interests.
Article 3 the board of directors of the company shall strictly abide by the provisions of the company law and other laws and regulations on convening the general meeting of shareholders, and carefully and timely organize the general meeting of shareholders. All directors of the company shall be responsible for the normal convening of the general meeting of shareholders in good faith and shall not hinder the general meeting of shareholders from performing its functions and powers according to law.
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 six 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 5 of these rules, the extraordinary general meeting of shareholders shall be held within two 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 China Securities Regulatory Commission (hereinafter referred to as the CSRC) where the company is located and the stock exchange where the company’s shares are listed (hereinafter referred to as the stock exchange), 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 the number specified in the company law or less than two-thirds of the number specified in the articles of Association;
(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 (excluding voting proxy);
(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.
The number of shares held in Item (III) above shall be calculated according to the date on which the shareholder puts forward a written request.
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 will 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 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 will 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 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 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 an 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 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 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 shareholders’ meeting within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the shareholders’ meeting. 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 shareholders’ meeting 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. 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 company shall clearly specify the voting time and voting procedures by network or other means in the notice of the general meeting of shareholders.
Article 14 the proposal of the general meeting of shareholders shall meet the following conditions:
(I) the contents fall within the scope of powers of the general meeting of shareholders;
(II) there are clear topics and specific resolutions;
(III) submit or serve on the board of directors in writing;
(IV) comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 15 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, with the contents of the interim proposal attached. Before the resolution of the general meeting of shareholders is made, the shareholding ratio of the convening shareholders shall not be less than 10%.
Except as provided in paragraph 2, the convener shall not modify the proposals listed in the notice of the general meeting of shareholders or add new proposals after sending 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 the articles of association and Article 14 of these rules, the general meeting of shareholders shall not vote and make resolutions.
Article 16 when the company holds the annual general meeting of shareholders, the convener shall give a notice 20 days before the meeting. The extraordinary general meeting of shareholders shall be notified to all shareholders by written notice 15 days before the meeting is held. Shareholders who intend to attend the general meeting of shareholders shall send a written reply to the company according to the requirements of the notice.
When calculating the starting period, the company shall not include the date of the meeting.
Article 17 the notice of the general meeting of shareholders shall include the following contents:
(I) date, place, method, convener 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 notice and supplementary notice of the general meeting of shareholders shall fully and completely state all the specific contents of all proposals. If the matters to be discussed need the opinions of independent directors, the opinions and reasons of independent directors will be stated when issuing the notice or supplementary notice of the general meeting of shareholders.
The interval between the date of equity registration and the date of the meeting shall not be less than two working days and not more than seven working days. Once the equity registration date is confirmed, it shall not be changed.
Article 18 where the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully specify the details 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 a related relationship with the company or the controlling shareholder and actual controller of the company;
(III) 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 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, the convener shall inform and explain the reasons at least two working days before the original date of the meeting.
Chapter IV convening of the general meeting of shareholders
Article 20 when convening the general meeting of shareholders, the company shall hire a lawyer to give legal opinions on the following issues and make a public announcement:
（1） Whether the convening and convening procedures of the meeting comply with the provisions of laws, administrative regulations and the articles of Association; （2） Whether the qualifications of the participants and the convener are legal and valid;
（3） Whether the voting procedures and results of the meeting are legal and valid;
（4） Legal opinions on other relevant issues at the request of the company.
Article 21 the board of directors and other conveners of the company shall take necessary measures to ensure the seriousness and normal order of the general meeting of shareholders. They shall take measures to stop the acts that interfere with the order of the general meeting of shareholders, provoke trouble and infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for investigation and punishment in time.
Article 22 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 online voting shall be provided in accordance with laws, administrative regulations, CSRC or the articles of association to facilitate shareholders’ participation in the general meeting of shareholders. If a shareholder attends the general meeting of shareholders in the above ways, he shall be deemed to be present.
Article 23 the company shall clearly specify the voting time and voting procedures through Internet or other means 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.
The on-site general meeting of shareholders shall be held on the trading day.
Article 24 all shareholders or their agents registered on the equity registration date shall have the right to attend the general meeting of shareholders. And exercise voting rights in accordance with relevant laws, regulations and the articles of association.
Shareholders may attend the shareholders’ meeting in person or entrust agents to attend and vote on their behalf.
A shareholder shall entrust an agent in writing, which shall be signed by the principal or by the agent entrusted in writing.
On the premise of ensuring the legality and effectiveness of the general meeting of shareholders, the company shall provide convenience for shareholders to participate in the general meeting of shareholders through various ways and means.
Article 25 If a natural person shareholder attends the meeting in person, he / she shall present his / her ID card or other valid certificates or certificates that can indicate his / her identity and shareholding certificates; If an agent is entrusted to attend the meeting, he / she shall show his / her valid ID card and the power of attorney of the shareholder.
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 show his ID card and a written power of attorney issued by the legal representative of the legal person shareholder unit according to law.
Article 26 the power of attorney issued by a shareholder to entrust others to attend the general meeting of shareholders shall contain the following contents:
(I) the name of the agent;
(II) whether it has the right to vote;
(III) instructions to vote for, against or abstain from voting on each item listed in the general meeting of shareholders; (IV) date of issuance and term of validity of the power of attorney;
(V) signature or seal of the principal. If the principal is a legal person shareholder, the seal of the legal person shall be affixed. The power of attorney shall indicate: if the shareholder does not give specific instructions, whether the shareholder’s agent can vote according to his own will.
Article 27 If the power of attorney for proxy voting is signed by another person authorized by the principal, the power of attorney or other authorization documents authorized to sign shall be notarized. The notarized power of attorney or other authorization documents and the power of attorney of voting proxy shall be placed at the company’s domicile or other places specified in the notice of convening the meeting.
The legal representative of the shareholders or other decision-making body of the company shall be the authorized representative of the board of directors or other decision-making body of the company.
Article 28 the company shall be responsible for making the signature book of the attendees. The signature book contains the names of the participants (or units), the ID number, the address of the domicile, the number of shares held or represented, the name of the agent, or the name of the unit.
Article 29 the convener and the lawyer hired by the company will jointly verify the legitimacy of the shareholder’s qualification according to the register of shareholders, and register the shareholder’s name (or name) and the number of voting shares held by the shareholder. Before the chairman of the meeting announces the number of shareholders and agents attending the meeting and the total number of voting shares held,
