Guangxi Liugong Machinery Co.Ltd(000528) rules of procedure of the general meeting of shareholders (revised in December 2021)
catalogue
Chapter I General Provisions two
Chapter II general provisions of the general meeting of shareholders Chapter III convening of the general meeting of shareholders 5 chapter IV proposal and notice of the general meeting of shareholders Chapter V convening of the general meeting of shareholders Chapter VI voting and resolutions of the general meeting of shareholders 12 Chapter VII announcement Chapter VIII venue discipline Chapter IX adjournment and adjournment of the meeting seventeen
Chapter X Supplementary Provisions eighteen
Chapter I General Provisions
Article 1 in order to safeguard the legitimate rights and interests of all shareholders of Guangxi Liugong Machinery Co.Ltd(000528) (hereinafter referred to as “the company”) and standardize the convening and voting procedures of the general meeting of shareholders of the company, the company, in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the governance of listed companies and other relevant laws, regulations and rules These rules of procedure are formulated in accordance with the provisions of the normative documents and the Guangxi Liugong Machinery Co.Ltd(000528) 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 convene the general meeting of shareholders in strict accordance with the relevant provisions of laws, regulations, rules, normative documents, the articles of association and these rules of procedure 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.
Chapter II general provisions of the general meeting of shareholders
Article 3 the general meeting of shareholders is the highest authority of the company and exercises the following functions and powers according to law:
(i) Determine the company’s business policy and investment plan.
（2） Elect and replace directors and supervisors held by non employee representatives, and decide on matters related to 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 company 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 50 of the articles of association.
（13） Review and approve the company’s purchase and sale of major assets within 12 consecutive months that exceed 30% of the company’s latest audited total assets (excluding the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but still including the purchase and sale of such assets in asset replacement).
（14） Review and approve the related party transactions between the company and related parties (except for the company’s cash assets and guarantees) with an amount of more than 30 million yuan and accounting for more than 5% of the absolute value of the company’s latest audited net assets. (XV) review and approve the transactions of the company that meet one of the following standards (except for the company’s cash assets and guarantees):
1. The total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period. If the total assets involved in the transaction have both book value and assessed value, the higher one shall be taken as the calculation data;
2. The relevant operating revenue of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating revenue of the company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
3. The net profit related to the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan;
4. The transaction amount (including debts and expenses) of the transaction accounts for more than 50% of the company’s latest audited net assets, and the absolute amount exceeds 50 million yuan;
5. The profit generated from the transaction accounts for more than 50% of the audited net profit of the company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
6. Derivative investment that exceeds 10% of the company’s latest audited net assets for non hedging purposes or not as a simple risk hedging tool; And derivative transactions between the company and related parties.
If the data involved in the above index calculation is negative, take its absolute value for calculation; The transactions mentioned above include but are not limited to: purchase or sale of assets Foreign investment (including entrusted financial management, entrusted loans, investment in subsidiaries, etc.), providing financial assistance, renting in or renting out assets, and signing management contracts (including entrusted operation, entrusted operation, etc.), donated or donated assets, creditor’s rights or debt restructuring, transfer of research and development projects, signing of license agreements. The above purchased or sold assets do not include the purchase of raw materials, fuel and power, and the sale of products, commodities and other assets related to daily operation, but the purchase and sale of such assets are still included in the asset replacement 。
（16） Review and approve the change of the purpose of the raised funds.
（17） Review the equity incentive plan.
（18） Review and approve the rules of procedure of the general meeting of shareholders, the board of directors and the board of supervisors.
（19） When the company is faced with hostile takeover and the situation is obviously not urgent, it decides to take anti takeover measures that are not prohibited by laws and administrative regulations and do not damage the legitimate rights and interests of the company and shareholders.
（20） Review the company’s repurchase plan for the acquisition of the company’s shares under the circumstances specified in items (I) and (II) due to the error of the articles of association.
（21） Review other matters that shall be decided by the general meeting of shareholders according to laws, administrative regulations, departmental rules or the articles of association.
Article 4 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 relevant provisions of laws, administrative regulations, departmental rules, normative documents, stock listing rules of Shenzhen Stock Exchange, guidelines for the standardized operation of listed companies of Shenzhen Stock exchange and the authorization principles stipulated in the articles of association and these rules of procedure, And specify the specific content of authorization.
Article 5 the following external guarantees of the company shall be deliberated and approved by the general meeting of shareholders:
(i) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（2） Any guarantee provided after the total external guarantee of the company and its holding subsidiaries exceeds 50% of the company’s latest audited net assets;
（3） Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
（4） The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
（5） The guarantee amount exceeds 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） Other guarantees stipulated by Shenzhen Stock Exchange or the articles of association.
When the general meeting of shareholders deliberates the guarantee matters in Item (4) of the preceding paragraph, it shall be approved by more than two-thirds of the voting rights held by the shareholders attending the meeting.
Article 6 when the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, the shareholders or shareholders controlled by the actual controllers shall not participate in the voting, and the voting shall be passed by more than half of the voting rights held by other shareholders attending the general meeting of shareholders. 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 within six months after the end of the previous fiscal year. The extraordinary general meeting of shareholders shall be held from time to time. In case of any circumstance specified in Article 7 of these rules that an extraordinary general meeting of shareholders shall be held, 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 Guangxi regulatory bureau of CSRC and Shenzhen Stock Exchange, explain the reasons and make an announcement.
Article 7 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) when the number of directors is less than six or the number of independent directors is less than three;
（2） When the company’s outstanding losses reach one-third of the total paid in share capital;
（3） The written request of shareholders who individually or jointly hold more than 10% of the total shares of the company;
（4） When the board of directors deems it necessary;
（5） When the board of supervisors proposes to hold a meeting;
（6） Other circumstances stipulated by laws, administrative regulations, departmental rules or the articles of association.
The number of shares held in paragraph (3) above shall be calculated according to the number of shares registered with the securities registration authority after the closing of the market on the date of the shareholder’s written request.
Article 8 shareholders attending the general meeting of shareholders shall abide by the provisions of relevant laws, administrative regulations, departmental rules, the articles of association and these rules of procedure, consciously maintain the order of the meeting, and shall not infringe upon the legitimate rights and interests of the company and other shareholders.
Article 9 when the company holds the general meeting of shareholders, the board of directors of the company shall employ a lawyer to attend the general meeting of shareholders, give opinions on the following issues and make a public announcement:
(i) Whether the convening and convening procedures of the general meeting of shareholders comply with the provisions of laws and regulations and the articles of Association; （2） The legality and validity of the qualifications of participants and conveners;
（3） Whether the voting procedures and results of the general meeting of shareholders are legal and effective;
（4） Legal opinions on other relevant issues at the request of the company.
The board of directors of the company may also employ notaries to attend the general meeting of shareholders and notarize the convening of the general meeting of shareholders.
Chapter III convening of the general meeting of shareholders
Article 10 the general meeting of shareholders of the company is generally convened by the board of directors, but the board of supervisors may convene it by itself in accordance with Article 57 of the articles of association and Article 12 of these rules of procedure, shareholders in accordance with articles 58 and 59 of the articles of association and Articles 13 and 14 of these rules of procedure, and independent directors in accordance with Article 11 of these rules of procedure.
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 provisions of laws, administrative regulations, departmental rules 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 will 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 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 provisions of laws, administrative regulations, departmental rules and the articles of association, put forward 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 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 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 provisions of laws, administrative regulations, departmental rules and the articles of association, put forward 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. 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 5 days after receiving the request. Any change to the original proposal in the notice shall be approved by the relevant shareholders.
If the board of supervisors fails to issue the notice of 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 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 Guangxi regulatory bureau of CSRC and Shenzhen Stock Exchange.
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 Guangxi regulatory bureau of CSRC and Shenzhen Stock Exchange 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 will 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 the expenses necessary for the shareholders’ meeting convened by the board of supervisors or shareholders shall be borne by the company. Chapter IV proposal and notice of shareholders’ meeting
Article 17 the shareholders’ meeting shall propose
