Rules of procedure of the general meeting of shareholders
(revised at the 27th meeting of the eighth board of directors and the 24th Meeting of the eighth board of supervisors on December 14, 2021, and submitted to the fifth extraordinary general meeting of shareholders in 2021 for deliberation and revision) Chapter I General Provisions
Article 1 These rules are formulated to ensure the normal order and discussion efficiency of Yunnan Copper Co.Ltd(000878) (hereinafter referred to as “the company”), improve the governance level and work efficiency of the company, and safeguard the legitimate rights and interests of shareholders.
Article 2 These rules are formulated in accordance with the company law of the people’s Republic of China (hereinafter referred to as the company law), the rules for the general meeting of shareholders of listed companies, the Yunnan Copper Co.Ltd(000878) articles of association and other current laws and regulations.
Article 3 the general meeting of shareholders of the company and its participants shall comply with the provisions of these rules in addition to the company law, the rules for the general meeting of shareholders of listed companies, the articles of association and other laws and regulations.
Article 4 in these rules, the general meeting of shareholders refers to the general meeting of shareholders of the company; Shareholder means all shareholders of the company.
Article 5 the board of directors of the company shall employ a lawyer with securities experience to attend the shareholders’ meeting, 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, administrative regulations, rules for the general meeting of shareholders of listed companies and the articles of association.
（2） Verify the legitimacy and validity of the qualifications of the participants and the convener.
（3） Whether the voting procedures and results of the general meeting of shareholders are legal and effective.
（4） Legal opinions on other 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.
Chapter II shareholders’ meeting
Article 6 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 the articles of association:
(i) Determine the company’s business policy and investment plan;
（2） Elect and replace directors and supervisors who are not staff 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 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） Consider and approve the following guarantees:
1. Any guarantee provided after the total external guarantee of the company and its holding subsidiaries reaches or exceeds 50% of the latest audited net assets;
2. Any guarantee provided after the company’s total external guarantee reaches or exceeds 30% of the latest audited total assets;
3. Guarantee provided for guarantee objects with asset liability ratio exceeding 70%;
4. The amount of a single guarantee exceeds 10% of the latest audited net assets; 5. Guarantee provided to shareholders, actual controllers and their related parties.
（13） If the transactions of a listed company (except for providing guarantees, receiving cash assets and simply reducing or remitting the obligations of the listed company) meet one of the following standards, in addition to being deliberated by the board of directors and timely disclosed, they shall also be submitted to the general meeting of shareholders for deliberation:
1. The total assets involved in the transaction (if both book value and evaluation value exist, the higher one shall prevail) account for more than 50% of the total audited assets of the listed company in the latest period;
2. The transaction amount (including debts and expenses undertaken) of the transaction accounts for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan; 3. The profit generated by the transaction accounts for more than 50% of the latest audited net profit of the listed company, and the absolute amount exceeds 5 million yuan;
4. The relevant operating income of the subject matter of the transaction (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income of the listed company in the latest fiscal year, and the absolute amount exceeds 50 million yuan;
5. 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 listed company in the latest fiscal year, and the absolute amount exceeds 5 million yuan.
6. Transactions between the company and related parties (except guarantees provided by listed companies) 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.
7. The company has purchased and sold more than 30% of the company’s latest audited total assets in 12 consecutive months.
If the data involved in the above indicators is negative, the absolute value shall be taken for calculation.
（14） Review and approve the change of the purpose of the raised funds;
（15） Review the equity incentive plan;
（16） Consider other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules or the articles of association.
The functions and powers of the above general meeting of shareholders of the company shall not be exercised by the board of directors or other institutions and individuals in the form of authorization.
Article 7 the general meeting of shareholders of the company shall be held in the form of on-site meeting. The company will also provide online voting 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 8 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.
Article 9 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 2 / 3 of the number specified in the company law or the articles of Association;
（2） When the company’s outstanding losses reach one third of the total share capital;
（3） The written request of shareholders who individually or jointly hold more than 10% of the total voting 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 in the articles of association.
If the number of the board of directors is less than the number specified in Item (I) above, or the company fails to make up one-third of the total share capital, and the board of directors fails to convene an extraordinary general meeting within the specified time limit, the board of supervisors or shareholders may convene an extraordinary general meeting by themselves in accordance with the procedures specified in Article 13 of these rules.
The number of shares held in Item (3) above shall be calculated according to the date on which the shareholder puts forward a written request.
Article 10 the shareholders’ meeting shall be convened by the board of directors according to law and presided over by the chairman of the board of directors. If the chairman is unable or fails to perform his duties, the meeting shall be presided over by the vice chairman. If the vice chairman is unable or fails to perform his duties, the meeting shall be presided over by a director jointly elected by more than half of the directors.
The general meeting of shareholders convened by the board of supervisors shall be presided over by the chairman of the board of supervisors. If the chairman of the board of supervisors is unable or fails to perform his duties, a supervisor jointly elected by more than half of the supervisors shall preside over the meeting.
The general meeting of shareholders convened by the shareholders themselves shall be presided over by the representative elected by the convener.
When convening the shareholders’ meeting, if the chairman violates the rules of procedure so that the shareholders’ meeting cannot continue, with the consent of more than half of the shareholders with voting rights attending the shareholders’ meeting, the shareholders’ meeting may elect one person to act as the chairman of the meeting to continue the meeting.
Article 11 ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold more than 10% of the total voting rights of the company (hereinafter referred to as “proposing shareholders”) ）Alternatively, the board of supervisors and independent directors may propose that the board of directors convene an extraordinary general meeting of shareholders. The proposing shareholders, the board of supervisors and independent directors shall ensure that the contents of the proposal comply with the provisions of laws, regulations and the articles of association.
Article 12 Where an independent director proposes to convene an extraordinary general meeting of shareholders, it shall be handled in accordance with the relevant provisions of the articles of Association; Where the board of supervisors or shareholders request to convene an extraordinary general meeting of shareholders, it shall be handled in accordance with the following procedures:
(i) 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 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 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 duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself.
（2） Ordinary shareholders who individually or jointly hold more than 10% of the company’s shares (including preferred shareholders whose voting rights have been restored) shall have the right to request the board of directors to convene an extraordinary general meeting and shall submit it in writing to the board of directors. The board of directors shall, in accordance with laws, administrative regulations and the articles of association, submit written feedback on whether to agree or disagree to convene an extraordinary general meeting 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, ordinary shareholders (including preferred shareholders with voting rights restored) who individually or jointly hold 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 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. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) 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 on their own.
Before the announcement of the resolution of the general meeting of shareholders, The shareholding ratio of convening ordinary shareholders (including preferred shareholders whose voting rights are restored) shall not be less than 10%. The convening ordinary shareholders (including preferred shareholders whose voting rights are restored) shall submit relevant supporting materials to Yunnan regulatory bureau of China Securities Regulatory Commission and Shenzhen stock exchange where the company is located when issuing the notice of the shareholders’ meeting and the announcement of the resolution of the shareholders’ meeting.
If the board of supervisors or proposing shareholders convene and hold a meeting on their own, the company shall provide necessary assistance to the board of supervisors or proposing shareholders and bear the meeting expenses.
Article 13 Where the board of supervisors and the proposing shareholders decide to convene an extraordinary general meeting on their own, they shall notify the board of directors in writing, report to the Yunnan regulatory bureau of the CSRC and Shenzhen stock exchange for the record, and issue a notice of convening an extraordinary general meeting. The contents of the notice shall comply with the following provisions:
(i) No new content shall be added to the proposal, otherwise the board of supervisors and the proposing shareholders shall re submit the request for convening the general meeting of shareholders to the directors according to the above procedures;
（2） The meeting place shall be the location of the company.
Article 14 the board of directors and the Secretary of the board of directors shall earnestly perform their duties for the extraordinary general meeting of shareholders decided by the board of supervisors and the proposing shareholders. The board of directors shall ensure the normal order of the meeting, and the reasonable expenses of the meeting expenses shall be borne by the company. The convening procedures of the meeting shall comply with the following provisions:
(i) The Secretary of the board of directors must attend the meeting, and the directors and supervisors shall attend the meeting; The person elected by the board of supervisors or the proposed shareholder shall preside over the meeting;
（2） The board of directors shall employ a lawyer with securities experience to give legal opinions in accordance with Article 5 of these rules;
（3） The convening procedures shall comply with the provisions of the articles of association.
Article 15 the extraordinary general meeting of shareholders shall only make resolutions on the matters listed in the notice of convening the general meeting of shareholders, and shall not vote on the matters not listed in the notice. When the extraordinary general meeting considers the contents of the proposal listed in the notice, the contents of the proposal involving the matters listed in Article 6 of these Rules shall not be changed; Any change shall be regarded as another new proposal and shall not be voted at this shareholders’ meeting.
Article 16 the company holds the annual general meeting of shareholders, The convener shall notify all ordinary shareholders (including preferred shareholders whose voting rights are restored) by public announcement 20 days before the meeting is held; if an extraordinary general meeting is held, the convener shall notify all ordinary shareholders by public announcement 15 days before the meeting is held (including preferred shareholders whose voting rights have been restored). The convener shall decide that a certain date shall be the equity registration date, and the registered ordinary shareholders (including preferred shareholders whose voting rights have been restored) at the end of the equity registration date shall be the shareholders entitled to attend the general meeting of shareholders.
Article 17 the notice of the shareholders’ meeting shall include the following contents:
(i) Date, place and duration of the meeting;
（2） Matters and proposals submitted to the meeting for consideration;
（3） Explain in obvious words: all ordinary shareholders (including preferred shareholders whose voting rights have been restored) have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote. The shareholder agent does not have to be a shareholder of the company;
（4） The date of equity registration of shareholders entitled to attend the general meeting of shareholders;
（5） Name and telephone number of permanent contact for conference affairs.
If the general meeting of shareholders intends to discuss the election of directors and supervisors, the notice of the general meeting of shareholders will fully disclose the details of the candidates for directors and supervisors, including at least the following contents: (I) personal information such as educational background, work experience and part-time job; （2） Whether there is any affiliated relationship with the company or its controlling shareholders and actual controllers; (III) disclose the number of shares held by the company; (IV) whether it has been punished by the CSRC and other relevant departments and the stock exchange.
Article 18 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; If the principal is a legal person, it shall be affixed with the seal of the legal person or signed by its duly appointed agent.
Article 19 If an individual shareholder attends the meeting in person, he shall show his ID card and shareholding certificate; If a person is entrusted to attend the meeting on behalf of others, he shall show his ID card, power of attorney and shareholding certificate.
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 present his / her ID card, valid certificate proving his / her qualification as legal representative and shareholding certificate; If a proxy is entrusted to attend the meeting, the proxy shall
