Inner Mongolia Dazhong Mining Co.Ltd(001203)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize the discussion behavior and procedures of the general meeting of shareholders of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as the “company”) and ensure that the general meeting of shareholders can exercise its functions and powers according to law, in accordance with the currently applicable 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 (hereinafter referred to as the “Securities Law”) and other laws and administrative regulations The rules of procedure for the general meeting of Inner Mongolia Dazhong Mining Co.Ltd(001203) shareholders (hereinafter referred to as the “rules”) are hereby formulated in accordance with the relevant provisions and requirements of the departmental rules and normative documents and the Inner Mongolia Dazhong Mining Co.Ltd(001203) articles of Association (hereinafter referred to as the “articles of association”) and in combination with the actual situation of the company.
Article 2 the company shall hold a general meeting of shareholders in strict accordance with the company law and other laws, administrative regulations, departmental rules and normative documents, the articles of association and the relevant provisions and requirements of these rules, so as to ensure that shareholders can exercise their rights according to law.
The board of directors of the company shall earnestly perform its duties, seriously and timely convene and 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 other laws, administrative regulations, departmental rules and normative documents, the articles of association and these rules, and shall not interfere with the exercise of shareholders’ rights.
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 from 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. 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 “CSRC”) and relevant stock exchanges in the place where the company is domiciled, explain the reasons and make an announcement.
Article 5 when convening the general meeting of shareholders, the company shall hire a lawyer with corresponding qualifications to witness, issue a legal opinion and make an announcement on the following issues:
（1） Whether the convening and convening procedures of the meeting comply with the relevant provisions of laws, administrative regulations, departmental rules and normative documents, the articles of association and these rules;
（2） Whether the subject qualification of the participants and the convener is legal and effective;
（3） Whether the voting procedures and results of the meeting are legal and effective;
（4） Legal opinions on other relevant issues at the request of the company.
Chapter II functions and powers of the general meeting of shareholders
Article 6 the general meeting of shareholders is the authority of the company and the main way for shareholders to exercise their power.
Article 7 the general meeting of shareholders shall exercise the following functions and powers according to law:
（1） Decide on the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff representatives, and decide on the remuneration of directors and supervisors;
（3） Review and approve the report of the board of directors;
（4） Review and approve the report of the board of supervisors;
（5） Review and approve the company’s annual financial budget plan and final account plan;
（6） Review and approve the company’s profit distribution plan and loss recovery plan;
（7） Make resolutions on the increase or decrease of the company’s registered capital;
（8） Make resolutions on the issuance of corporate bonds;
（9） Make resolutions on the merger, division, dissolution, liquidation or change of corporate form of the company;
（10） Amend the articles of Association;
（11） Make resolutions on the employment and dismissal of accounting firms by the company;
（12） Review and approve the guarantee matters specified in Article 8;
（13） 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;
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan and employee stock ownership plan;
（16） The general meeting of shareholders, the articles of association or other matters that should be deliberated and decided by the administrative department.
Article 8 the following external guarantees of the company shall be examined and approved by the general meeting of shareholders.
(I) any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the latest audited net assets;
(II) any guarantee provided after the total amount of external guarantee of the company exceeds 30% of the total assets audited in the latest period;
(III) the guarantee provided for the guarantee object whose asset liability ratio exceeds 70%;
(IV) the amount of a single guarantee exceeds 10% of the latest audited net assets;
(V) the guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months; (VI) guarantees provided to shareholders, actual controllers and their related parties.
Article 9 the company shall not exercise the statutory powers of the general meeting of shareholders on behalf of the board of directors or other institutions and individuals in the form of authorization. Where the general meeting of shareholders authorizes the board of directors or other institutions and individuals to exercise other functions and powers on its behalf, it shall comply with the authorization principles stipulated in laws, administrative regulations, departmental rules, normative documents, other relevant provisions of Shenzhen Stock Exchange and the articles of association, and specify the specific contents of the authorization.
Chapter III convening of the general meeting of shareholders
Article 10 the board of directors shall convene the general meeting of shareholders on time within the time limit specified in Article 4 of these rules. Article 11 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, the board of directors shall, in accordance with the relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents and the articles of association, give written feedback on whether to agree or disagree to convene an extraordinary general meeting within 10 days after receiving the proposal.
If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue the 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 12 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 relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents 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 the notice of convening the general meeting of shareholders within 5 days after making the resolution of the board of directors. 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 duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
Article 13 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 relevant provisions and requirements of laws, administrative regulations, departmental rules and normative documents 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 the notice of convening the general meeting of shareholders within 5 days after making the resolution of the board of directors. If the content of the notice changes the original request, it shall obtain the written consent of 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 the 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 the notice of convening the general meeting of shareholders within 5 days after receiving the request. If the content of the notice changes the original request, it shall obtain the written consent of 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 14 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 file with the local office of the CSRC and relevant stock exchanges in the place where the company is domiciled. 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 the convening shareholders shall submit relevant supporting materials to the dispatched office of the CSRC and relevant stock exchanges 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 15 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 16 for the shareholders’ meeting convened by the board of supervisors or shareholders, the expenses necessary for the meeting shall be borne by the company.
Chapter IV proposal and notice of the general meeting of shareholders
Article 17 the contents of the proposal shall fall within the scope of the general meeting of shareholders, have clear topics and specific resolutions, and comply with the relevant provisions and requirements of laws, administrative regulations, departmental rules, normative documents and the articles of association.
Article 18 shareholders who individually or jointly hold more than 3% of the company’s shares may put forward an interim proposal 10 days before the shareholders’ meeting and submit it to the convener in writing. The convener shall, within 2 days after receiving the interim proposal, issue the supplementary notice for convening the general meeting of shareholders and announce the contents of the interim proposal.
In addition to the provisions of the preceding paragraph, the convener shall not modify the proposal listed in the notice of the general meeting of shareholders or add a new proposal after issuing the notice of the general meeting of shareholders.
If the proposal is not listed in the notice of the general meeting of shareholders or does not comply with the provisions of Article 17 of these rules, the general meeting of shareholders shall not vote and make a resolution.
Article 19 the convener shall notify all shareholders in the form of public announcement 20 days before the annual general meeting of shareholders, and the extraordinary general meeting of shareholders shall notify all shareholders in the form of public announcement 15 days before the meeting.
Article 20 the notice of shareholders’ meeting 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 equity registration date of shareholders entitled to attend the general meeting of shareholders (the interval between the equity registration date and the meeting date shall not be more than 7 working days; once the equity registration date is confirmed, it shall not be changed);
(V) name and telephone number of permanent contact person for conference affairs.
Article 21 the notice and supplementary notice of the general meeting of shareholders shall fully and completely disclose the specific contents of all proposals, as well as all materials or explanations required to enable 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 shall be disclosed at the same time when the notice or supplementary notice of the general meeting of shareholders is issued.
Article 22 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, which shall at least include the following contents:
（1） Education background, work experience, part-time job and other personal information;
（2） Whether there is any relationship with the company or its controlling shareholders and actual controllers;
（3） Disclose the number of shares held by the company;
（4） 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 23 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 proposal listed in the notice of the general meeting of shareholders 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 originally scheduled date.
Chapter V convening of the general meeting of shareholders
Article 24 the general meeting of shareholders of the company shall be held at the domicile of the company or at the place designated in the articles of association.
The general meeting of shareholders shall set up a venue and be held in the form of on-site meeting, and shall provide convenience for shareholders to participate in the general meeting of shareholders through safe, economic and convenient network or other means 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 25 If the shareholders’ meeting adopts network or other means, the voting time and voting procedures of network or other means shall be clearly stated in the notice of shareholders’ meeting.
The start time of voting by network or other means 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, not later than 9:30 a.m. on the day of the on-site general meeting of shareholders, and its end time shall not be earlier than 3:00 p.m. on the day when the on-site general meeting of shareholders ends.
Article 26 the board of directors and other conveners shall take necessary measures to ensure the normal order of the shareholders’ meeting. 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 27 all shareholders 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.
Article 28 shareholders shall present their stock account cards, resident 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 a
