Fujian Yongfu Power Engineering Co.Ltd(300712)
Rules of procedure of the general meeting of shareholders
Chapter I General Provisions
Article 1 in order to standardize Fujian Yongfu Power Engineering Co.Ltd(300712) (hereinafter referred to as “the company”), improve the efficiency of the proceedings 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 securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), the governance standards for listed companies and Fujian Yongfu Power Engineering Co.Ltd(300712) These rules are formulated in accordance with the articles of Association (hereinafter referred to as the “articles of association”) and other relevant laws, regulations and normative documents. Article 2 the general meeting of shareholders of the company is composed of all shareholders of the company and is the highest authority of the company. It 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 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） Deliberating and approving the matters specified in Articles 3 and 4 of these rules;
（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） Review other matters that shall be decided by the general meeting of shareholders in accordance with laws, administrative regulations, departmental rules, the articles of association and these rules.
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 3 the external guarantee provided by the company must be approved by the board of directors. If the guarantee belongs to one of the following circumstances, it shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors:
(i) The amount of a single guarantee exceeds 10% of the company’s latest audited net assets;
（2） Any guarantee provided after the total amount of guarantee provided by 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 50% of the company’s latest audited net assets and the absolute amount exceeds 50 million yuan within 12 consecutive months;
（5） The guarantee amount exceeds 30% of the company’s latest audited total assets within 12 consecutive months;
（6） Guarantees provided to shareholders, actual controllers and their affiliates;
（7） Other guarantees stipulated by laws and regulations or the articles of association.
The above external guarantee matters shall be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors. When the board of directors deliberates the guarantee matters, it must be deliberated and approved by more than two-thirds of the directors attending the meeting of the board of directors; When the general meeting of shareholders deliberates the guarantee matters in Item (5) of the preceding paragraph, it must be approved by more than two-thirds of the voting rights held by the shareholders present at the meeting.
When the general meeting of shareholders deliberates the guarantee proposal provided for shareholders, actual controllers and their affiliates, such shareholders or shareholders controlled by such actual controllers shall not participate in the voting, which shall be adopted by more than half of the voting rights held by other shareholders attending the general meeting of shareholders.
Where the company provides guarantee for a wholly-owned subsidiary, or provides guarantee for a holding subsidiary, and other shareholders of the holding subsidiary provide the same proportion of guarantee according to their rights and interests, which falls under the circumstances of items (I), (II), (III) and (IV) of the preceding paragraph, it may be exempted from submitting to the general meeting of shareholders for deliberation, unless otherwise stipulated in the articles of association.
Article 4 financial assistance (including entrusted loans) provided by the company must be approved by the board of directors or the general meeting of shareholders. Financial assistance that should be approved by the general meeting of shareholders must be reviewed and approved by the board of directors before it can be submitted to the general meeting of shareholders for approval.
The following financial assistance of the company shall be examined and approved by the general meeting of shareholders:
(i) The latest audited asset liability ratio of the funded object exceeds 70%;
（2） The amount of single financial assistance or the cumulative amount of financial assistance provided within 12 consecutive months exceeds 10% of the company’s latest audited net assets;
（3） Other circumstances stipulated by laws and regulations or the articles of association.
The funded object is the holding subsidiary within the scope of the company’s consolidated statements and with a shareholding ratio of more than 50% (except the holding subsidiary formed by joint investment with related parties), which can be exempted from the deliberation of the board of directors and the general meeting of shareholders.
Article 5 if the transactions (except providing guarantee and financial assistance) of the company meet one of the following standards, the company shall submit them to the general meeting of shareholders for deliberation:
(i) If the total assets involved in the transaction account for more than 50% of the company’s total assets audited in the latest period, and 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 income of the transaction object (such as equity) in the latest fiscal year accounts for more than 50% of the audited operating income 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） The amount of transactions between the company and related parties (except the provision of guarantee) exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets;
（7） Decide on debt financing of financial institutions that exceed 70% of the latest audited total assets;
If the data involved in the above index calculation is negative, take its absolute value for calculation.
Transactions in which the company unilaterally obtains benefits, including receiving cash assets, obtaining debt relief, etc., may be exempted from the deliberation procedures of the general meeting of shareholders.
If the transactions of the company only meet the criteria in Item (3) or (5) and the absolute value of earnings per share of the company in the latest fiscal year is less than 0.05 yuan, it may be exempted from the deliberation procedures of the general meeting of shareholders in accordance with this article.
Article 6 the company shall hold the general meeting of shareholders in strict accordance with the relevant provisions of laws, administrative 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 7 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. Under any of the following circumstances, the company shall convene the extraordinary general meeting of shareholders within 2 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 1 / 3 of the total paid in share capital;
（3） At the 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 by laws, administrative regulations, departmental rules or the articles of association.
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.
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 8 when the company holds a general meeting of shareholders, a lawyer shall be employed to give legal opinions on the following issues and make an announcement:
(i) Whether the convening and convening procedures of the meeting comply with the relevant provisions of laws, administrative laws 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.
Chapter II convening of the general meeting of shareholders
Article 9 the board of directors shall convene the shareholders’ meeting on time within the time limit specified in Article 7 of these rules.
Article 10 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 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 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 disagrees with the convening of the extraordinary general meeting of shareholders, it shall explain the reasons and make a timely announcement, and hire a law firm to issue legal opinions on the relevant reasons and their legality and compliance and make an announcement.
Article 11 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 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 duties of convening the general meeting of shareholders, and the board of supervisors may convene and preside over it by itself. The board of directors shall make a timely announcement and explain the reasons, hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance, and cooperate with the board of supervisors to convene the general meeting of shareholders without undue delay or refusal to perform the obligations of cooperation and disclosure.
Article 12 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. 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 request in the notice shall be approved by the relevant shareholders.
If the board of directors and the board of supervisors do not agree to convene an extraordinary general meeting of shareholders, they shall make a timely announcement and explain the reasons, hire a law firm to issue legal opinions and make an announcement on the relevant reasons and their legality and compliance, and cooperate with the shareholders to convene the general meeting of shareholders on their own, and shall not delay or refuse to perform the obligations of cooperation and disclosure without reason.
Article 13 if the board of supervisors convenes the general meeting of shareholders on its own, it shall provide the supporting documents that the board of directors proposed to convene the general meeting of shareholders, but the board of directors did not agree to convene or did not perform the duty of convening the general meeting of shareholders, as well as the resolution of the board of supervisors convening the general meeting of shareholders, and submit it to the dispatched office of the CSRC and the stock exchange where the company is located for the record.
Where a shareholder convenes a general meeting of shareholders on its own, it shall provide documentary evidence that it has independently or jointly held more than 10% of the issued voting shares of the company for more than 90 consecutive days, as well as documentary evidence that it has requested the board of directors and the board of supervisors to convene a general meeting of shareholders, but the board of directors and the board of supervisors do not agree to convene or perform the duty of convening a general meeting of shareholders, At the same time, it shall be filed with the dispatched office of the CSRC and the stock exchange where the company is located.
Article 14 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 15 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 16 the content of the proposal of the general meeting of shareholders shall fall within the scope of functions and powers of the general meeting of shareholders, have clear topics and specific resolutions, and the content shall comply with the relevant provisions of laws, administrative regulations and the articles of association.
Article 17 when the company convenes the general meeting of shareholders, the board of directors, the board of supervisors and shareholders who individually or jointly hold more than 3% of the company’s shares have the right to put forward proposals to the company, which shall be submitted or served on the board of directors in writing.
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 general meeting of shareholders. The convener shall, within 2 days after receiving the proposal, issue a supplementary notice of the general meeting of shareholders to inform the shareholders of the contents of the interim proposal. The contents of the interim proposal shall fall within the scope of the functions and powers of the general meeting of shareholders, with clear topics and specific resolutions.
In addition to the provisions of 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.
Proposals that are not listed in the notice of the general meeting of shareholders or do not comply with the provisions of these Rules shall not be voted and adopted at the general meeting of shareholders.
Article 18 other requirements of the proposal
(i) Where a proposal involves investment, property disposal, acquisition and merger, the details of the matter shall be fully explained, including the amount, price (or valuation method) and capital
